NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 15th, 2012 • RHO Ventures VI LP • Retail-catalog & mail-order houses • New York
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of August 13, 2012 (this “Agreement”), is entered into by and among BLUEFLY, INC., a Delaware corporation (the “Company”), PRENTICE CONSUMER PARTNERS, LP, a Delaware limited partnership (“Prentice”), and RHO VENTURES VI, L.P., a Delaware limited partnership (“Rho”). Each of Prentice and Rho are from time to time referred to herein as an “Investor” and, collectively, the “Investors.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 15th, 2012 • RHO Ventures VI LP • Retail-catalog & mail-order houses • Massachusetts
This Intercreditor Agreement (this “Agreement”) is made as of August 13, 2012 by and among (i) Prentice Consumer Partners, L.P., a Delaware limited partnership (“Prentice”) and Rho Ventures VI, L.P., a Delaware limited partnership (“Rho”, and together with Prentice, the “Junior Creditors”, and each, a “Junior Creditor”), (ii) Wells Fargo Bank, National Association (the “Senior Creditor”) and (iii) Bluefly, Inc., a Delaware corporation (“Bluefly”) and EVT Acquisition Co., LLC, a New York limited liability company (together with Bluefly, collectively, the “Borrowers”).
ContractNote Agreement • August 15th, 2012 • RHO Ventures VI LP • Retail-catalog & mail-order houses • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT, DATED AUGUST 13, 2012, BETWEEN WELLS FARGO BANK, NATIONAL ASSOCIATION, PRENTICE CONSUMER PARTNERS, LP, A DELAWARE LIMITED PARTNERSHIP AND RHO VENTURES VI, L.P., A DELAWARE LIMITED PARTNERSHIP (THE “INTERCREDITOR AGREEMENT”). PAYOR SHALL FURNISH A COPY OF THE INTERCREDITOR AGREEMENT UPON WRITTEN REQUEST AND WITHOUT CHARGE.
