Exhibit 4.3 Name of Subscriber ___________________ SUBSCRIPTION AGREEMENT (FOR ACCREDITED INVESTORS ONLY) Pivot Rules, Inc. 80 West 40th Street New York, New York 10018 Dear Sirs: i. Subscription. I (sometimes referred to herein as the "Investor")...Subscription Agreement • March 6th, 1997 • Pivot Rules Inc • 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
AGREEMENT ---------Note Purchase Agreement • July 24th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses • New York
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF PIVOT RULES, INC.Warrant Agreement • March 6th, 1997 • Pivot Rules Inc • New York
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
RECITALS:Service Agreement • November 9th, 1999 • Bluefly Inc • Wholesale-apparel, piece goods & notions • New York
PIVOT RULES, INC. 80 West 40th Street New York, New York 10018Promissory Note • March 6th, 1997 • Pivot Rules Inc
Reference is made to that certain Promissory Note, dated September 30, 1996, executed by Pivot Rules, Inc. (the "Company") in your favor in the principal amount of $240,000 (the "Note"). This will confirm our agreement that the Note is hereby amended to clarify that, in the event that the Company consummates a bridge financing with GKN Securities Corp. acting as placement agent, the Note and the security interest granted to you under the Note shall be subordinated to the obligations of the Company to the investors in such bridge financing and the security interest granted to such investors in substantially all of the assets of the Company.
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...Separation Agreement • November 21st, 2003 • Bluefly Inc • Retail-catalog & mail-order houses • New York
BETWEENUnderwriting Agreement • April 17th, 1997 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • 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
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
RECITALSEmployment Agreement • February 28th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • 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 • January 25th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
ARTICLE I BOARD OF DIRECTORSVoting Agreement • June 7th, 2006 • 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
RECITALSEmployment Agreement • April 18th, 2007 • Bluefly Inc • Retail-catalog & mail-order houses • New York
BETWEENUnderwriting Agreement • June 30th, 1997 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • New York
RECITALSMaster Services Agreement • March 23rd, 2005 • Bluefly Inc • Retail-catalog & mail-order houses • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYPreferred Stock Purchase Agreement • August 13th, 2002 • 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
Exhibit 10.50 AMENDMENT #2 TO REIMBURSEMENT AGREEMENTReimbursement Agreement • March 28th, 2003 • Bluefly Inc • Retail-catalog & mail-order houses
AMENDMENTNote and Warrant Purchase Agreement • January 16th, 2004 • Bluefly Inc • Retail-catalog & mail-order houses
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
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYNote Purchase Agreement • July 17th, 2003 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALSCommon Stock and Warrant Purchase Agreement • January 13th, 2004 • Bluefly Inc • Retail-catalog & mail-order houses • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYNote Purchase Agreement • October 20th, 2003 • Bluefly Inc • Retail-catalog & mail-order houses • New York
RECITALSEmployment Agreement • October 29th, 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
RECITALSEmployment Agreement • August 10th, 1998 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • New York
RECITALS --------Employment Agreement • January 28th, 2008 • Bluefly Inc • Retail-catalog & mail-order houses
AND/ORPurchase Option Agreement • April 17th, 1997 • Pivot Rules Inc • Wholesale-apparel, piece goods & notions • New York
