Exhibit 10.6 STOCK PURCHASE AGREEMENT Dated as of March 20, 1998 TABLE OF CONTENTS -----------------Stock Purchase Agreement • April 24th, 1998 • Restoration Hardware Inc • California
1 EXHIBIT 10.16 LEASE AGREEMENT LANDLORD: VERBAL CORPORATION TENANT: RESTORATION HARDWARE, INC. PREMISES: BUILDING TWO, MARSHFIELD BUSINESS PARK, 8416 KELSO DRIVE, BALTIMORE, MD DATE: JUNE 30, 1999 2 LEASE SUMMARY SHEET LANDLORD: Verbal Corporation...Lease Agreement • September 14th, 1999 • Restoration Hardware Inc • Retail-furniture stores
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [logo]Agreement • April 24th, 1998 • Restoration Hardware Inc
ARTICLE IStock Purchase Agreement • January 18th, 2002 • Restoration Hardware Inc • Retail-furniture stores • California
ARTICLE I AMENDMENTS TO LOAN AGREEMENTLoan and Security Agreement • April 2nd, 2001 • Restoration Hardware Inc • Retail-furniture stores • Massachusetts
EXHIBIT 10.13 AMENDMENT NUMBER TWO -------------------- This AMENDMENT TO LOAN AGREEMENT ("Amendment") dated as of this ____ day of October, 1998, among FLEET CAPITAL CORPORATION, as Agent, the financial institutions party to the Loan Agreement (as...Loan Agreement • December 15th, 1998 • Restoration Hardware Inc • Retail-furniture stores • California
ARTICLE I --------- DEFINITIONS -----------Agreement • April 24th, 1998 • Restoration Hardware Inc • California
PALLADIN INVESTMENTS IX, LLCLetter Agreement • October 9th, 2002 • Restoration Hardware Inc • Retail-furniture stores • New York
RESTORATION HARDWARE, INC. 15 KOCH ROAD, SUITE J CORTE MADERA, CA 94925 DATED AS OF AUGUST 2, 2002 To: Those investors listed on the signature pages of this Letter Agreement (the "Agreement") Re: Waiver of Dividend Participation Right and Covenant Not...Assignment and Assumption Agreement • September 17th, 2002 • Restoration Hardware Inc • Retail-furniture stores • New York
1 EXHIBIT 10.40 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement"), made effective as of the 21 day of March, 2001, by and between RESTORATION HARDWARE, INC., a corporation incorporated under the laws of Delaware (the "Company"), and...Severance Agreement • May 4th, 2001 • Restoration Hardware Inc • Retail-furniture stores • California
1 2 by Borrower to Agent on the first day of the week for the preceding week during any period in which Availability declines below $10,000,000. All borrowing base certificates shall be in form and substance reasonably acceptable to Agent."Loan Agreement • April 27th, 2000 • Restoration Hardware Inc • Retail-furniture stores • California
EXHIBIT 1.1 RESTORATION HARDWARE, INC. Common Stock (par value $.001 per share) Underwriting Agreement ----------------------Restoration Hardware Inc • June 2nd, 1998 • Retail-furniture stores • New York
EXECUTION VERSION RESTORATION HARDWARE, INC. THE MICHAELS FURNITURE COMPANY, INC. SEVENTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated: November 26, 2002 THE CIT GROUP/BUSINESS CREDIT, INC. as Co-Administrative Agent FLEET CAPITAL...Loan and Security Agreement • December 23rd, 2002 • Restoration Hardware Inc • Retail-furniture stores • California
1 EXHIBIT 10.14 FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED: AS OF FEBRUARY 2, 2000Loan and Security Agreement • April 27th, 2000 • Restoration Hardware Inc • Retail-furniture stores • California
ARTICLE I --------- DEFINITIONS -----------Supply Agreement • June 2nd, 1998 • Restoration Hardware Inc • Retail-furniture stores • California
EXHIBIT 99.3 RESTORATION HARDWARE, INC. STOCK OPTION AGREEMENT ---------------------- RECITALS -------- A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or of the...Stock Option Agreement • October 23rd, 1998 • Restoration Hardware Inc • Retail-furniture stores • California
LEASE FORMS 9408 PAGE ONE OF FOURRestoration Hardware Inc • April 24th, 1998
1 EXHIBIT 10.32 RESTORATION HARDWARE, INC. STOCK PLEDGE AGREEMENT AGREEMENT made as of this _____ day of ______, 2001 by and between Restoration Hardware, Inc., a Delaware corporation (the "Corporation"), and Gary G. Friedman ("Pledgor"). RECITALS A....Stock Pledge Agreement • April 2nd, 2001 • Restoration Hardware Inc • Retail-furniture stores • California
1 EXHIBIT 10.14 WARRANT AGREEMENT, dated as of September 27, 2000 (this "Warrant Agreement"), by and among RESTORATION HARDWARE, INC., a Delaware corporation (the "Company"), GOLDMAN SACHS & CO. and ENHANCED RETAIL FUNDING, LLC (each a "Holder" and...Warrant Agreement • December 12th, 2000 • Restoration Hardware Inc • Retail-furniture stores • New York
RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • April 24th, 1998 • Restoration Hardware Inc • California
ARTICLE I AMENDMENTS TO LOAN AGREEMENTLoan and Security Agreement • September 17th, 2002 • Restoration Hardware Inc • Retail-furniture stores • Massachusetts
1 EXHIBIT 10.15 AMENDMENT NUMBER ONE This AMENDMENT TO LOAN AGREEMENT ("Amendment") dated as of this 12th day of August, 1998, among FLEET CAPITAL CORPORATION, as Agent, the financial institutions party to the Loan Agreement (as defined below) as...Loan Agreement • September 14th, 1999 • Restoration Hardware Inc • Retail-furniture stores • California
EXHIBIT 99.6 RESTORATION HARDWARE, INC. STOCK ISSUANCE AGREEMENT ------------------------ AGREEMENT made this _____ day of ___________________ 19____, by and between Restoration Hardware, Inc., a Delaware corporation, and...Stock Issuance Agreement • October 23rd, 1998 • Restoration Hardware Inc • Retail-furniture stores • California
1 EXHIBIT 10.38 SEPARATION AGREEMENT AND RELEASE It is hereby agreed by and between Thomas Christopher ("Officer") and Restoration Hardware a Delaware corporation (the "Company") as follows: 1. TERMINATION OF EMPLOYMENT. Officer hereby resigns from...Separation Agreement and Release • May 4th, 2001 • Restoration Hardware Inc • Retail-furniture stores
EXHIBIT 10.4 RESTORATION HARDWARE, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ____ day of __________, 199_, between Restoration Hardware, Inc., a Delaware corporation (the "Company"),...Indemnification Agreement • April 24th, 1998 • Restoration Hardware Inc • Delaware
1 EXHIBIT 10.33 RESTORATION HARDWARE, INC. STOCK PURCHASE AGREEMENT AGREEMENT made this 18th day of March, 2001, by and between Restoration Hardware, Inc., a Delaware corporation, and Gary G. Friedman ("Employee"). All capitalized terms in this...Stock Purchase Agreement • April 2nd, 2001 • Restoration Hardware Inc • Retail-furniture stores • California
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • October 23rd, 1998 • Restoration Hardware Inc • Retail-furniture stores
EXHIBIT 10.14 STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT LEASE -- GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: The Lease ("Lease"), dated for reference purposes only, October 6, 1998, is...Restoration Hardware Inc • June 15th, 1999 • Retail-furniture stores • Delaware
Exhibit 99.8 RESTORATION HARDWARE, INC. AUTOMATIC STOCK OPTION AGREEMENT -------------------------------- RECITALS -------- A. The Corporation has implemented an automatic option grant program under the Plan pursuant to which eligible non-employee...Automatic Stock Option Agreement • October 23rd, 1998 • Restoration Hardware Inc • Retail-furniture stores • California
PALLADIN CAPITAL IX, LLC 1 ROCKEFELLER PLAZA 10TH FLOOR NEW YORK, NY 10020Restoration Hardware Inc • January 4th, 2002 • Retail-furniture stores • New York
1 EXHIBIT 10.37 RESTORATION HARDWARE, INC. STOCK OPTION AGREEMENT RECITALS A. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes...Restoration Hardware Inc • April 2nd, 2001 • Retail-furniture stores • California
EXHIBIT 99.12 RESTORATION HARDWARE, INC. STOCK PURCHASE AGREEMENT ------------------------ I hereby elect to participate in the 1998 Employee Stock Purchase Plan (the "ESPP") effective as of the date specified below, and I hereby subscribe to purchase...Stock Purchase Agreement • October 23rd, 1998 • Restoration Hardware Inc • Retail-furniture stores
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2007, by and between Restoration Hardware, Inc., a Delaware corporation (the ”Company”) and the undersigned stockholder (the “Stockholder”).
AMENDMENT TO STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores • Delaware
THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).
Reservoir Master Fund, L.P. Letterhead]Restoration Hardware Inc • February 19th, 2008 • Retail-furniture stores
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Restoration Hardware, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company. For purposes of this letter, “Investors” means the parties delivering Equity Commitments (as defined herein) and other investors investing in Parent.
