March 27, 2002 Bluefly, Inc. 42 West 39th Street 9th Floor New York, New York 10018 Attention: Mr. Ken Seiff Re: Standby Commitment Agreement Dear Mr. Seiff: Quantum Industrial Partners LDC, a Cayman Islands limited duration company ("QIP"), and SFM...Bluefly Inc • March 27th, 2002 • Retail-catalog & mail-order houses • New York
WELLS FARGO RETAIL FINANCE, LLC THE LENDER BLUEFLY, INC. THE BORROWER July 26, 2005Loan and Security Agreement • July 29th, 2005 • Bluefly Inc • Retail-catalog & mail-order houses • Massachusetts
Exhibit (d)(4) BLUEFLY, INC. STOCK OPTION AGREEMENT Agreement, made as of the [DATE] day of [MONTH], 2000, between Bluefly, Inc. (the "Company"), a New York corporation, and [NAME] (the "Optionee"), residing at [ADDRESS]. The Company has duly adopted...Stock Option Agreement • January 25th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.63 Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked "[***]," have been separately filed with the Securities and Exchange Commission. Amendment to the Services...Services Agreement • May 3rd, 2004 • Bluefly Inc • Retail-catalog & mail-order houses
Sent by Facsimile ----------------- August 17, 1998 Mr. Jonathan Morris Pivot Rules 42 West 39th Street New York, NY 10018 Kaufman Patricof Enterprises-Pivot Rules ---------------------------------------- Dear Jonathan: This letter agreement (the...Letter Agreement • October 19th, 1998 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions
BETWEENUnderwriting Agreement • April 17th, 1997 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • New York
AGREEMENT ---------Note Purchase Agreement • July 24th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
BY AND AMONG BLUEFLY, INC.Stock Purchase Agreement • June 7th, 2006 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALS:Loan and Security Agreement • February 19th, 2009 • Bluefly Inc • Retail-catalog & mail-order houses • Massachusetts
RECITALSEmployment Agreement • September 22nd, 2005 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALSEmployment Agreement • February 28th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
AND/ORPivot Rules Inc • April 17th, 1997 • Wholesale-apparel, piece goods & notions • New York
RECITALS --------Employment Agreement • December 2nd, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
BETWEENUnderwriting Agreement • June 30th, 1997 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • New York
RECITALSEmployment Agreement • November 14th, 1997 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • New York
Exhibit (d)(2) BLUEFLY, INC. STOCK OPTION AGREEMENT Agreement, made as of the __ day of ______, 2004, between Bluefly, Inc. (the "Company"), a Delaware corporation, and _____________ (the "Optionee"), residing at ____________________________________....Stock Option Agreement • January 25th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALSEmployment Agreement • April 18th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 99.1 AMENDMENT #2 TO AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • February 23rd, 2005 • Bluefly Inc • Retail-catalog & mail-order houses
Exhibit 10.4 AGREEMENT, dated as of September 24, 1996, by and among Pivot Rules, Inc. ("Pivot Rules"), on the one hand, and Leisure Wear Inc. ("Leisure Wear"), David M. Goldblatt Inc. Profit Sharing Plan, David Goldblatt, Anita Goldblatt and Jeffrey...Agreement • March 6th, 1997 • Pivot Rules Inc • New York
RECITALSEmployment Agreement • January 25th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.50 AMENDMENT #2 TO REIMBURSEMENT AGREEMENTReimbursement Agreement • March 28th, 2003 • Bluefly Inc • Retail-catalog & mail-order houses
RECITALSMaster Services Agreement • March 23rd, 2005 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.31 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 17, 2008 and effective as of January 15, 2008 (this "Amendment"), is made with respect to the LOAN AND SECURITY...Loan and Security Agreement • March 28th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • Massachusetts
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYNote and Warrant Purchase Agreement • March 28th, 2003 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 99.2 November 21, 2003 BY HAND DELIVERY Mr. Ken Seiff Chief Executive Officer and Chairman of the Board of Directors Bluefly, Inc. 42 West 39 Street New York, New York 10018 Dear Ken: The purpose of this letter agreement (this "Agreement") is...Professional Services Agreement • November 21st, 2003 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.3 STOCK PURCHASE AGREEMENT AGREEMENT made as of the 30th day of September, 1994, by and among Pivot Rules Inc. ("Pivot"), Leisure Wear Inc. ("Leisure Wear"), David M. Goldblatt Inc. Profit Sharing Plan, David Goldblatt, Anita Goldblatt and...Stock Purchase Agreement • March 6th, 1997 • Pivot Rules Inc • New York
RECITALSCommon Stock and Warrant Purchase Agreement • January 13th, 2004 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALS --------Employment Agreement • April 11th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALS --------Employment Agreement • March 19th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALS --------Employment Agreement • January 28th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses
RECITALS --------Employment Agreement • January 28th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
Exhibit 99.1 MASTER LICENSE AGREEMENT AGREEMENT NO.: BF0906 Customer Name: Bluefly, Inc. Address: 42 West 39th Street, Floor 9 City, State, Zip: New York, NY 10018 This Master License Agreement is entered into by and between Art Technology Group,...Master License Agreement • October 3rd, 2006 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALSPreferred Stock and Warrant Purchase Agreement • June 28th, 2005 • Bluefly Inc • Retail-catalog & mail-order houses • New York
HELLER FINANCIAL, INC. RETAIL Collection Factoring AgreementPivot Rules Inc • March 6th, 1997 • New York
EXHIBIT 10.3 THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED MARCH 26, 2008, BETWEEN WELLS FARGO RETAIL FINANCE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, QUANTUM INDUSTRIAL PARTNERS LDC, A CAYMAN ISLANDS...Subordination and Intercreditor Agreement • July 24th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
