Schedule 13D Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlWyUluJ/nDREyclScTfshzIScmWlcKQovYqtzEYDc/NzVhuGYZ43PI9eij5mYPY TcLX5Or/EyzM4hnPhcv+4g== 0001193125-08-012181.txt : 20080125 0001193125-08-012181.hdr.sgml : 20080125 20080125133821 ACCESSION NUMBER: 0001193125-08-012181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080125 DATE AS OF CHANGE: 20080125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESTORATION HARDWARE INC CENTRAL INDEX KEY: 0000863821 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 680140361 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54313 FILM NUMBER: 08550207 BUSINESS ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 BUSINESS PHONE: 415-924-1005 MAIL ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN GARY G CENTRAL INDEX KEY: 0001137443 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 4159241005 MAIL ADDRESS: STREET 1: C/O RESTORATION HARDWARE INC STREET 2: 15 KOCH RD. SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2


CUSIP No.		760981100		13D		Page 1 of 9

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Restoration Hardware, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

760981100

(CUSIP Number)

Gary G. Friedman

Restoration Hardware, Inc.

15 Koch Road, Suite J

Corte Madera, CA 94925

Tel: (415) 924-1005

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 24, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		760981100		13D		Page 2 of 9


1.		NAME OF REPORTING PERSONS Gary G. Friedman, an individual residing in California (“Mr. Friedman”)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.		SEC USE ONLY
4.		SOURCE OF FUNDS: SC, PF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7. SOLE VOTING POWER 3,779,917*
		8. SHARED VOTING POWER 0
		9. SOLE DISPOSITIVE POWER 3,779,917*
		10. SHARED DISPOSITIVE POWER 0


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,779,917*
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES^* ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.7%
14.		TYPE OF REPORTING PERSON^* IN

*	Includes 100,000 shares held by the reporting person through an individual retirement account and 125,698 shares held by the spouse of reporting person.


CUSIP No.		760981100		13D		Page 3 of 9

This Amendment No. 2 amends and supplements the Schedule 13D originally filed by the reporting person with the Securities and Exchange Commission (the “SEC”) on April 3, 2001, as amended by Amendment No. 1 thereto filed with the SEC on November 9, 2007. This Amendment No. 2 relates to the common stock, par value $0.0001 (“Shares” or “Common Stock”), of Restoration Hardware, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 15 Koch Road, Suite J, Corte Madera, CA 94925.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by deleting the text of Item 3 in its entirety and replacing it with the following:

Mr. Friedman beneficially owns 3,779,917 Shares of the Issuer (the “Securities”), of which 2,579,917 Shares represent shares of Common Stock owned directly or indirectly by Mr. Friedman and acquired with personal funds and by way of a note (described more fully below) of approximately $5.1 million and the remaining 1,200,000 Shares represent options to purchase Shares exercisable by Mr. Friedman within 60 days of the date hereof. The options were issued to Mr. Friedman as part of his employment with the Issuer. Of the Securities, Mr. Friedman purchased 1,771,429 Shares in March 2001 with personal funds and by way of a Note Secured by Stock by Mr. Friedman in favor of the Issuer (the “Note”), which Note was in the original principal amount of $2,050,000.00 and was secured by such Shares and 455 shares of Series A Preferred Stock of the Issuer and 545 shares of Series B Preferred Stock of the Issuer pursuant to a Stock Pledge Agreement between the Issuer and Mr. Friedman. The Note subsequently was paid off in full by Mr. Friedman and is no longer outstanding. All outstanding shares of Series B Preferred Stock converted into Series A Preferred Stock in 2001 and, in 2005, all then outstanding shares of Series A Preferred Stock were converted into Common Stock of the Issuer.

Information set forth in Item 4 of this Schedule 13D is hereby incorporated in this Item 3 by reference.


CUSIP No.		760981100		13D		Page 4 of 9

Item 4.

Purpose of Transaction.

Item 4 is hereby amended by deleting the text of Item 4 in its entirety and replacing it with the following:

Mr. Friedman acquired the Securities from the Issuer or in the open market for general investment purposes. Mr. Friedman does not currently have any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, except as otherwise set forth herein.

The Issuer is a party to that certain Agreement and Plan of Merger, dated as of November 8, 2007 (the “Merger Agreement”), as amended by that First Amendment to the Agreement and Plan of Merger, dated as of January 24, 2008 (the “Amendment” and, collectively with the Merger Agreement, the “Amended Merger Agreement”), with Home Holdings, LLC, a Delaware limited liability company (“Parent”), and Home Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Catterton Partners.

Pursuant to the terms of the Amended Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer as the surviving corporation of the merger (the “Merger”). In the Merger, each share of Common Stock of the Issuer, other than those held by the Issuer, any subsidiary of the Issuer, Parent, or Merger Sub, and other than those Shares with respect to which dissenters rights are properly exercised, will be cancelled and converted into the right to receive $4.50 per share in cash (the “Merger Consideration”). Except as otherwise provided in the Amended Merger Agreement, all outstanding options to acquire shares of Common Stock, whether vested or unvested, will at the effective time of the Merger be cancelled and holders of such options will receive an amount in cash, without interest and less any required withholding taxes, equal to the excess, if any, of the Merger Consideration over the exercise price per share for each share subject to the option. Except for non-employee director restricted stock units which fully vest and will be cashed out at closing and other restricted stock units which vest in full immediately prior to the effective time of the Merger, each restricted stock unit of the Issuer which is outstanding and unvested as of the effective time of the Merger will either be assumed with a comparable equity award of Parent or replaced with a cash incentive program of the Issuer, which in either case preserves the compensation element of such restricted stock units existing at the effective time of the Merger. The cash incentive program will provide for subsequent payout in cash on each subsequent vesting date of an amount equal to the Merger Consideration (or, if the restricted stock unit provides for payments to the extent the value of such shares exceed a specified reference price, the amount, if any, by which the value of the Merger Consideration exceeds such reference price).


CUSIP No.		760981100		13D		Page 5 of 9

Following the consummation of the Merger, the Issuer will be a wholly owned subsidiary of Parent and its shares of Common Stock will be delisted from The Nasdaq Global Market and will become eligible for deregistration under Section 12(g)(4) of the Act. Pursuant to the terms of the Amended Merger Agreement, the board of directors of Merger Sub at the effective time of the Merger will become the board of directors of the Issuer and the officers of the Issuer will continue as its officers. Also at the effective time of the Merger, the certificate of incorporation and bylaws of the Issuer will be amended and restated as provided in the Amended Merger Agreement.

The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Amended Merger Agreement, including customary closing conditions, obtaining certain regulatory approvals and approval of the existing stockholders of the Issuer.

The foregoing description of the Amended Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Merger Agreement.

Concurrently with the execution of the Merger Agreement, Mr. Friedman entered into a rollover agreement (the “Rollover Agreement”) with Parent. Concurrently with the execution of the Amendment, Mr. Friedman entered into a letter agreement with Parent relating to the Rollover Agreement (the “Rollover Consent” and, together with the Rollover Agreement, the “Amended Rollover Agreement”). Pursuant to the Amended Rollover Agreement, Mr. Friedman has agreed to contribute, immediately prior to the effective time of the Merger, 1,000,000 Shares to Parent in exchange for a pro rata equity interest in Parent. Each of Glenhill Advisors, Palo Alto Investors, and Reservoir Capital entered into similar rollover agreements with Parent pursuant to which they each will contribute Shares in exchange for a pro rata equity interest in Parent. The obligations of Mr. Friedman pursuant to the Amended Rollover Agreement is subject to the satisfaction or waiver of certain conditions, as set forth in the Amended Rollover Agreement. The Issuer is an express third party beneficiary to the Amended Rollover Agreement. The foregoing description of Mr. Friedman’s Amended Rollover Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rollover Agreement, which is attached as Exhibit D hereto and incorporated by reference herein, and the full text of the Rollover Consent, which is attached as Exhibit H hereto and incorporated by reference herein. Notwithstanding the terms of Mr. Friedman’s Amended Rollover Agreement, Mr. Friedman may determine, prior to the Merger, to increase the number of Shares he contributes to Parent in exchange for a pro rata equity interest in Parent. Such action shall be subject to any terms and conditions negotiated and agreed between Mr. Friedman and Parent.

In connection with the Merger Agreement, Mr. Friedman entered into a separate stockholder voting agreement (the “Stockholder Voting Agreement”) with the Issuer. In connection with the Amendment, Mr. Friedman entered into an amendment to the Stockholder Voting Agreement (the “Voting Agreement Amendment” and, together with the Stockholder Voting Agreement, the “Amended Stockholder Voting Agreement”). Pursuant to the Amended Stockholder Voting Agreement, Mr. Friedman has agreed, among other things, to vote for and support the Merger with Parent. The Amended Stockholder Voting Agreement also provides that if the Issuer terminates the Amended Merger Agreement in connection with an alternative transaction that constitutes a Superior Proposal (as defined in the Amended Merger Agreement)

that is entered into with an Excluded Party (as defined in the Amended Merger Agreement) and such transaction provides for either an all cash offer or a combination of cash and non-cash consideration where holders of shares of Common Stock may elect to receive all cash consideration without any cutback or proration and the recommendation of the Board of Directors of the Issuer in favor of the adoption of such transaction has not been adversely modified or withdrawn, then Mr. Friedman has agreed to vote in favor of the alternative transaction upon the written request of the Board of Directors of the Issuer or the Independent Committee thereof. Each of Glenhill Advisors, Glenn Krevlin (a director of the Issuer), Palo Alto Investors, and Reservoir Capital as well as Vardon Capital Management, LLC entered into similar stockholder voting agreements with the Issuer. The foregoing description of the Amended Stockholder Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholder Voting Agreement, which is attached as Exhibit E hereto and incorporated by reference herein, and the Voting Agreement Amendment, which is attached as Exhibit I hereto and incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting the text of Item 5 in its entirety and replacing it with the following:

The following information is based on a total of 38,968,596 Shares outstanding as of January 16, 2008, as reported in the Amended Merger Agreement.

(a-b) Mr. Friedman beneficially owns 3,779,917 Shares, or 9.7%, of the outstanding Shares of the Issuer, of which 1,200,000 Shares represent options to purchase shares of Common Stock exercisable within 60 days of the date hereof. Mr. Friedman has sole power to vote and to direct the vote of the Shares, and sole power to dispose and to direct the disposition of the Securities. Notwithstanding the rollover agreements, stockholder voting agreements and transactions described in Item 4 above, neither this Schedule 13D nor anything contained herein shall be construed as an admission that Mr. Friedman and any or all of the other parties to such agreements and transactions constitute a “group” within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) under the Act. Mr. Friedman hereby expressly disclaims beneficial ownership of shares of Common Stock owned by any other parties to the rollover agreements and stockholder voting agreements.

(d) Mr. Friedman has the sole right to receive and the sole power to direct the receipt of dividends from, and the proceeds from the sale of, the Securities.

(e) Not Applicable.


CUSIP No.		760981100		13D		Page 7 of 9

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by deleting the text of Item 6 in its entirety and replacing it with the following:

Information set forth in Item 4 of this Schedule 13D is hereby incorporated in this Item 6 by reference.

Mr. Friedman holds options to purchase an aggregate of 1,200,000 shares of Common Stock, all of which are exercisable by Mr. Friedman within 60 days of the date hereof. Mr. Friedman was granted 100,000 restricted stock units of the Issuer, which, upon vesting, are convertible into shares of Common Stock. None of the restricted stock units are convertible into shares of Common Stock within 60 days of the date hereof. All such options and restricted stock units were granted by the Issuer to Mr. Friedman in his capacity as an officer and employee of the Issuer.

Mr. Friedman is a party to that certain Amended and Restated Investor Rights Agreement, dated as of March 21, 2001 (the “Investor Rights Agreement”), by and among the Issuer, Mr. Friedman and certain other investors, which provides, among other rights, registration rights with respect to certain Shares held by Mr. Friedman. The Investor Rights Agreement was previously filed as Exhibit 10.18 to the Form 8-K filed by the Issuer with the SEC on April 2, 2001 and is incorporated herein by reference.

Except as disclosed in this Schedule 13D or the Exhibits hereto, there are no contracts, arrangements, understandings or relationships between Mr. Friedman and any third person with respect to securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended by deleting the text of Item 7 in its entirety and replacing it with the following:



Exhibit A		Note Secured by Stock (incorporated by reference to exhibit number 10.35 of Form 8-K filed by the Issuer with the SEC on April 2, 2001)

Exhibit B		Stock Pledge Agreement (incorporated by reference to exhibit number 10.32 of Form 8-K filed by the Issuer with the SEC on April 2, 2001)

Exhibit C		Agreement and Plan of Merger, dated as of November 8, 2007, among Home Holdings, LLC, Home Merger Sub, Inc., and Restoration Hardware, Inc. (incorporated by reference to exhibit number 2.1 of Form 8-K filed by the Issuer with the SEC on November 8, 2007)


CUSIP No.		760981100		13D		Page 8 of 9



Exhibit D		Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Gary G. Friedman*

Exhibit E		Stockholder Voting Agreement, dated as of November 8, 2007, by and between Restoration Hardware, Inc. and Gary G. Friedman*

Exhibit F		Amended and Restated Investor Rights Agreement, dated as of March 21, 2001, by and among Restoration Hardware, Inc. and certain investors named therein (incorporated by reference to exhibit number 10.18 of Form 8-K filed by the Issuer with the SEC on April 2, 2001)

Exhibit G		First Amendment to Agreement and Plan of Merger, dated as of January 24, 2008, among Home Holdings, LLC, Home Merger Sub, Inc., and Restoration Hardware, Inc. (incorporated by reference to exhibit number 2.1 of Form 8-K filed by the Issuer with the SEC on January 24, 2008)

Exhibit H		Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Gary G. Friedman

Exhibit I		Amendment to Stockholder Voting Agreement, dated as of January 24, 2008, by and between Restoration Hardware, Inc. and Gary G. Friedman

*	Filed as an exhibit to Amendment No. 1 to the Schedule 13D filed with the SEC on November 9, 2007.


CUSIP No.		760981100		13D		Page 9 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: January 24, 2008				/s/ Gary G. Friedman
				Gary G. Friedman

EX-99.1(H) 2 dex991h.htm LETTER AGREEMENT Letter Agreement

Exhibit H

January 24, 2008

To:	Home Holdings, LLC

Re:	Equity Rollover

Ladies and Gentlemen,

Reference is made to (i) the Agreement and Plan of Merger, dated November 8, 2007 (the “Merger Agreement”), between Home Holdings, LLC (“Parent”), Home Merger Sub, Inc., a Delaware corporation, and Restoration Hardware, Inc., a Delaware corporation (the “Company”) and (ii) the letter agreement (the “Letter Agreement”), dated November 8, 2007, between Parent and the undersigned. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement, as amended by the Amendment.

The undersigned hereby (i) consents and agrees to the amendment to the Merger Agreement (the “Amendment”), in the form attached as Exhibit A hereto; (ii) agrees and acknowledges that its obligations under the Letter Agreement shall remain in full force and effect following execution of the Amendment by the parties thereto; (iii) agrees and acknowledges that the capitalized terms used but not defined in the Letter Agreement (including the term “Merger Consideration”) shall have the meanings set forth in the Merger Agreement, as amended by the Amendment; (iv) acknowledges that in connection with the execution of the Amendment an affiliate of Parent will lend to the Company $25 million in exchange for a Junior PIK Promissory Note in the form attached as Exhibit B (the “Note”), which Note may be exchanged for equity of the Company upon completion of the Merger; and (v) waives any right under the Letter Agreement that the undersigned may have to co-invest in connection with the Company’s issuance of the Note or the equity issued upon exchange of the Note for equity of the Company upon completion of the Merger.

[Remainder of page intentionally left blank.]

Very truly yours,

/s/ Gary G. Friedman

Gary G. Friedman

[Signature page to Rollover Agreement Consent]

Agreed and Acknowledged by:

Home Holdings, LLC




By:		/s/ J. Michael Chu
Name:		J. Michael Chu
Title:		President

Consented to by (solely for purposes of providing

its consent to the amendment of the Letter Agreement):


Restoration Hardware, Inc.

By:		/s/ Chris Newman
Name:		Chris Newman
Title:		Chief Financial Officer

[Signature page to Rollover Agreement Consent]

EX-99.1(I) 3 dex991i.htm AMENDMENT TO STOCKHOLDER VOTING AGREEMENT Amendment to Stockholder Voting Agreement

Exhibit I

AMENDMENT TO

STOCKHOLDER VOTING AGREEMENT

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”).

RECITALS

WHEREAS, the Company and the Stockholder are parties to that certain Stockholder Voting Agreement dated as of November 8, 2007 (the “Voting Agreement”), which was executed and delivered concurrently with the execution of the Merger Agreement dated as of November 8, 2007 (the “Merger Agreement”), by and among the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

WHEREAS, concurrent with the execution and delivery hereof, the Company, Parent and Merger Sub are entering into a First Amendment to the Merger Agreement pursuant to which, among other things, the Merger Consideration (as defined in the Merger Agreement) is being reduced to $4.50 in cash per share of Company Common Stock.

WHEREAS, Section 10 of the Voting Agreement provides that the Voting Agreement may be amended in a writing signed by the parties thereto.

WHEREAS, the first recital in the Voting Agreement makes reference to the Merger Agreement as it may be amended from time to time so long as no amendment reduces the Merger Consideration.

WHEREAS, the undersigned parties intend that the Voting Agreement shall remain applicable in all respects in accordance with its original terms to the Merger Agreement as amended including the revised Merger Consideration of $4.50 per share except that the final deadline expiration date of the Voting Agreement shall be extended from June 30, 2008 to August 31, 2008 consistent with the original structure of the Voting Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

AMENDMENT

1. Amendment of Voting Agreement. Subject to the terms of this Amendment, the parties intend that the Voting Agreement shall remain applicable in all respects in accordance with its original terms to the Merger Agreement as amended including the revised Merger Consideration of $4.50 (except that the final expiration deadline of the Voting Agreement is to be extended to August 31, 2008) and accordingly the two references to “June 30,2008” in Section 6 of the Voting Agreement are hereby changed to read “August 31, 2008” and the first recital of the Voting Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, concurrent with the execution and delivery of this amended Voting Agreement dated as of January 24, 2008, the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are entering into a First Amendment to Merger Agreement of even date herewith (such Merger Agreement, as amended, and as it may be hereafter amended from time to time pursuant to the terms thereof other than an amendment that reduces the Merger Consideration below $4.50 in cash per share of Company Common Stock or imposes additional material conditions to the Parent’s obligation to consummate the Merger, the “Merger Agreement”) (capitalized and other defined terms used but not expressly defined herein have the respective meanings assigned thereto in the Merger Agreement);”

2. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.

3. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect. The Stockholder hereby agrees and confirms that its obligations under the Agreement, as amended by this Amendment, shall remain in full force and effective following execution of this Amendment by the parties hereto.

4. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without reference to its principles of conflicts of law.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

7. Entire Agreement. This Amendment, together with the Agreement and the documents expressly referred to herein and therein, contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


RESTORATION HARDWARE, INC.

By:		/s/ Chris Newman
Name:		Chris Newman
Title:		Chief Financial Officer

[Signature Page to the Amendment to the Stockholder Voting Agreement]

/s/ Gary G. Friedman

Gary G. Friedman

[Signature Page to the Amendment to the Stockholder Voting Agreement]

-----END PRIVACY-ENHANCED MESSAGE-----