0000950123-11-064409 Sample Contracts

BLUESTEM BRANDS, INC. [ ] Shares of Common Stock Underwriting Agreement

Underwriting Agreement • July 7th, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 7th, 2011
• Company
  Bluestem Brands, Inc.
• Industry
  Retail-catalog & mail-order houses
• Jurisdiction
  New York

Deutsche Bank Securities Inc. Piper Jaffray & Co. As Representatives of the several Underwriters listed in Schedule I hereto c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005

AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Stockholders Agreement • July 7th, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses

• Contract Type
  Stockholders Agreement
• Filed
  July 7th, 2011
• Company
  Bluestem Brands, Inc.
• Industry
  Retail-catalog & mail-order houses

This Amendment No. 1 to Amended and Restated Stockholders Agreement, dated as of May 20, 2011 (this “Amendment”), amends that certain Amended and Restated Stockholders Agreement dated as of May 15, 2008 (the “Agreement”), by and among Bluestem Brands, Inc. (f/k/a Fingerhut Direct Marketing, Inc.), a Delaware corporation (the “Company”), and the Investors and Common Stockholders party thereto.

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Investor Rights Agreement • July 7th, 2011 • Bluestem Brands, Inc. • Retail-catalog & mail-order houses

• Contract Type
  Investor Rights Agreement
• Filed
  July 7th, 2011
• Company
  Bluestem Brands, Inc.
• Industry
  Retail-catalog & mail-order houses

This Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated as of May 20, 2011 (this “Amendment”), amends that certain Amended and Restated Investor Rights Agreement dated as of May 15, 2008 (the “Agreement”), by and among Bluestem Brands, Inc. (f/k/a Fingerhut Direct Marketing, Inc.), a Delaware corporation (the “Company”), and the Investors party thereto.