EXHIBIT 1.1 BLUE NILE, INC. (a Delaware corporation) 3,740,000 Shares of Common Stock PURCHASE AGREEMENT Dated: _________, 2004 BLUE NILE, INC. (a Delaware corporation) 3,740,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTBlue Nile Inc • May 4th, 2004 • Retail-jewelry stores • New York
RECITALS:Lease • April 19th, 2004 • Blue Nile Inc • Retail-jewelry stores
RECITALSIndemnity Agreement • April 19th, 2004 • Blue Nile Inc • Retail-jewelry stores • Delaware
RECITALS:Sublease Agreement • April 19th, 2004 • Blue Nile Inc • Retail-jewelry stores
EXHIBIT 4.3 BLUE NILE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 11th, 2004 • Blue Nile Inc • Delaware
AGREEMENTOffice Lease Agreement • April 19th, 2004 • Blue Nile Inc • Retail-jewelry stores • Washington
AGREEMENT AND PLAN OF MERGER by and among BC CYAN PARENT INC., BC CYAN ACQUISITION INC. AND BLUE NILE, INC. Dated as of November 6, 2016Agreement and Plan of Merger • November 7th, 2016 • Blue Nile Inc • Retail-jewelry stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 6, 2016, by and among BC Cyan Parent Inc., a Delaware corporation (“Parent”), BC Cyan Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Blue Nile, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party”. All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
EXHIBIT 10.6.1 1. BASIC LEASE TERMS A. DATE OF LEASE: June 28, 2001 B. TENANT: Blue Nile, Inc., a Delaware corporation Trade Name: Address (Leased Premises): 5907 Fourth Ave. S., Seattle, WA 98134 Building Unit:____________________ Address (For...Work Letter Agreement • April 19th, 2004 • Blue Nile Inc • Retail-jewelry stores
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2012 • Blue Nile Inc • Retail-jewelry stores • Delaware
This Indemnification Agreement (this “Agreement”) dated the day of , 2012, by and between Blue Nile, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).
EXHIBIT 10.2.2 BLUE NILE, INC. 2004 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Blue Nile, Inc. (the...Stock Option Agreement • March 11th, 2004 • Blue Nile Inc
BLUE NILE, INC. 2004 EQUITY INCENTIVE PLANStock Option Agreement • March 25th, 2005 • Blue Nile Inc • Retail-jewelry stores
EXHIBIT 10.1.2 BLUE NILE, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS) Pursuant to your Stock Option Grant Notice ("GRANT NOTICE") and this Stock Option Agreement, Blue Nile, Inc. (the "COMPANY")...Blue Nile Inc • March 11th, 2004
EXHIBIT 10.4.2 BLUE NILE, INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Blue Nile, Inc. (the "Company") has granted you...Stock Option Agreement • March 11th, 2004 • Blue Nile Inc
OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • May 21st, 2013 • Blue Nile Inc • Retail-jewelry stores
Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement, Blue Nile, Inc. (the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Defined terms not explicitly defined in this Option Agreement or in the Grant Notice, but defined in the Plan, will have the same definitions as in the Plan.
October 7, 2009 Via Hand Delivery Kevin Frisch Senior Vice President of Marketing Blue Nile, Inc. 705 Fifth Avenue South Suite 900 Seattle, Washington 98104 Dear Kevin:Noncompetition Agreement • February 25th, 2010 • Blue Nile Inc • Retail-jewelry stores • Washington
This letter sets forth the terms of the separation agreement (the “Agreement”) that Blue Nile (the “Company”) is offering to you to aid in your employment transition.
BLUE NILE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 21st, 2013 • Blue Nile Inc • Retail-jewelry stores
Pursuant to the Restricted Stock Unit Grant Notice (“Notice”) and this Restricted Stock Unit Award Agreement (the “Award Agreement”), Blue Nile, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under the Company's 2013 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units as indicated in the Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Restricted Stock Unit shall represent the right to receive one (1) share of Common Stock.
EXHIBIT 10.2.2 BLUE NILE, INC. 2004 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Blue Nile, Inc. (the...Stock Option Agreement • March 25th, 2005 • Blue Nile Inc • Retail-jewelry stores
THIRD AMENDMENT TO COMMERCIAL LEASECommercial Lease • May 6th, 2014 • Blue Nile Inc • Retail-jewelry stores
THIS THIRD AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), is effective as of the 5th day of May , 2014 (the “Effective Date”), by and between 5901 Fourth LLC, a Washington limited liability company, successor in interest to Gull Industries, Inc., a Washington corporation (“Landlord”), and Blue Nile, Inc., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • February 25th, 2013 • Blue Nile Inc • Retail-jewelry stores
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made and entered into as of this 14 day of November, 2012, by and between AGNM MERRILL PLACE, LLC, a Delaware limited liability company ("Landlord") successor-in-interest to Merrill Place, LLC, a Washington limited liability company, and BLUE NILE, INC., a Delaware corporation ("Tenant").
COMMERCIAL LEASELetter Agreement • July 27th, 2006 • Blue Nile Inc • Retail-jewelry stores
November 23, 2011 Diane Irvine Seattle, Washington 98112 Dear Diane:Letter Agreement • December 1st, 2011 • Blue Nile Inc • Retail-jewelry stores • Washington
This letter agreement (the “Agreement”) sets forth the terms of the separation package that Blue Nile (the “Company”) is offering to you to aid in your employment transition.
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • February 20th, 2015 • Blue Nile Inc • Retail-jewelry stores
This Second Loan Modification Agreement (“Second Modification”) modifies the Credit Agreement dated February 11, 2013 (“Agreement”), regarding a revolving line of credit currently in the maximum principal amount of $40,000,000 (the “Loan”), executed by BLUE NILE, INC. ("Borrower") and U.S. BANK NATIONAL ASSOCIATION ("Lender"). Terms used in this Second Modification and defined in the Agreement shall have the meaning given to such terms in the Agreement. For mutual consideration, Borrower and Lender agree to amend the Agreement as follows:
BLUE NILE, INC. INDEMNITY AGREEMENTIndemnity Agreement • November 8th, 2010 • Blue Nile Inc • Retail-jewelry stores • Delaware
Whereas, the stockholders of the Corporation have adopted bylaws (the “Bylaws”) providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the “Code”);
411 FIRST AVENUE SOUTH Seattle, Washington 98104 LEASE AGREEMENT BETWEEN MERRILL PLACE LLC, Landlord and BLUE NILE, INC., TenantLease Agreement • February 28th, 2011 • Blue Nile Inc • Retail-jewelry stores • Washington
THIS LEASE made effective this 6th day of January, 2011, (“Effective Date”) between MERRILL PLACE LLC, a Washington limited liability company (“Landlord”), and BLUE NILE, INC., a Delaware corporation (“Tenant”). As parties hereto, Landlord and Tenant agree:
CREDIT AGREEMENT Between BLUE NILE, INC. and dated February 11, 2013Credit Agreement • February 12th, 2013 • Blue Nile Inc • Retail-jewelry stores • Washington
THIS CREDIT AGREEMENT (“Agreement”) is made between Blue Nile, Inc., a Delaware corporation (“Borrower”), and U.S. Bank National Association, a national banking association (“Lender”). The parties agree as follows:
March 5, 2014 VIA EMAIL Dear Vijay:Letter Agreement • March 18th, 2014 • Blue Nile Inc • Retail-jewelry stores • Washington
This letter agreement (the "Agreement") sets forth the terms of the separation package that Blue Nile, Inc. (the "Company") is offering to you to aid in your employment transition.
FIRST AMENDMENT TO LEASELease • February 25th, 2013 • Blue Nile Inc • Retail-jewelry stores
December 1. 2010 Via Email and FedEx Marc Stolzman 2212 34th Ave., South Seattle, Washington 98144 Dear Marc:Letter Agreement • December 9th, 2010 • Blue Nile Inc • Retail-jewelry stores • Washington
This letter agreement (the “Agreement”) sets forth the terms of the separation package that Blue Nile, Inc. (the “Company”) is offering to you to aid in your employment transition.
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • May 23rd, 2011 • Blue Nile Inc • Retail-jewelry stores
THIS FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), is effective as of the 19th day of May, 2011, by and between 5901 Fourth LLC a Washington limited liability company successor in interest to Gull Industries, Inc. a Washington corporation (“Landlord”) and Blue Nile, Inc. a Delaware corporation (“Tenant”) and shall supplement and modify that certain COMMERCIAL LEASE Agreement dated July 21, 2006 (the “Lease”).
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • February 25th, 2014 • Blue Nile Inc • Retail-jewelry stores • Washington
This First Loan Modification Agreement (“First Modification”) modifies the Credit Agreement dated February 11, 2013 (“Agreement”), regarding a revolving line of credit in the maximum principal amount of $35,000,000 (the “Loan”), executed by Blue Nile, Inc. ("Borrower") and U.S. Bank National Association ("Lender"). Terms used in this First Modification and defined in the Agreement shall have the meaning given to such terms in the Agreement. For mutual consideration, Borrower and Lender agree to amend the Agreement as follows:
