REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 24th, 2009 • Bluefly Inc • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 21, 2009, by and among Bluefly, Inc., a Delaware corporation (the “Company”), Quantum Industrial Partners LDC (“QIP”), SFM Domestic Investments, LLC (“SFM” and, together with QIP, “Soros”), Maverick Fund USA, Ltd. (“Maverick USA”), Maverick Fund, L.D.C. (“Maverick Fund”), Maverick Fund II, Ltd. (“Maverick Fund II” and, together with Maverick USA and Maverick Fund, “Maverick”), Prentice Capital Partners, LP (“PCP”), Prentice Capital Partners QP, LP (“PCP QP”), Prentice Capital Offshore, Ltd. (“PC Offshore”), GPC XL III, LLC (“GPC”), PEC I, LLC (“PEC”), and S.A.C. Capital Associates, LLC (“SAC” and, together with PCP, PCP QP, PC Offshore, GPC and PEC, “Prentice”; Soros, Maverick and Prentice are referred to collectively herein as the “Existing Holders”), and Rho Ventures VI, L.P. (“Rho”; Soros, Maverick, Prentice and Rho are referred to collectively herein as the “Investors”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 24th, 2009 • Bluefly Inc • Retail-catalog & mail-order houses • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) dated as of December 21, 2009, by and among Bluefly, Inc., a Delaware corporation (the “Company”), Quantum Industrial Partners LDC (“QIP”), SFM Domestic Investments, LLC, (“SFM” and, together with QIP, the “Soros Parties”), Maverick Fund USA, Ltd., Maverick Fund, L.D.C., Maverick Fund II, Ltd. (collectively, the “Maverick Parties”), Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., S.A.C. Capital Associates, LLC (“SAC”), GPC XLIII, LLC, PEC I, LLC (collectively, the “Prentice Parties”; the Soros Parties, the Maverick Parties and the Prentice Parties, collectively, the “Existing Stockholders”) and Rho Ventures VI, LP (“Rho”; the Soros Parties, the Maverick Parties, the Prentice Parties and Rho, collectively, the “Stockholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 24th, 2009 • Bluefly Inc • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2009, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Rho Ventures VI, L.P., a Delaware limited partnership (the “Purchaser”).
CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 24th, 2009 • Bluefly Inc • Retail-catalog & mail-order houses • Massachusetts
THIS CONSENT AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 21, 2009, is made with respect to the LOAN AND SECURITY AGREEMENT, dated as of July 26, 2005 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”), between WELLS FARGO RETAIL FINANCE, LLC (herein, the “Lender”), a Delaware limited liability company with offices at One Boston Place, 18th Floor, Boston, Massachusetts 02109, and BLUEFLY, INC. (the “Borrower”), a Delaware corporation with its principal executive offices at 42 West 39th Street, New York, New York 10018.
