Bluefly Inc Sample Contracts

Bluefly Inc – STOCK PURCHASE AGREEMENT by and between BLUEFLY, INC., and RUNWAY ACQUISITION SUB, INC. May 23, 2013 STOCK PURCHASE AGREEMENT (May 24th, 2013)

This Stock Purchase Agreement (this “Agreement”) is made as of May 23, 2013, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Runway Acquisition Sub, Inc., a Delaware corporation (“Purchaser”).

Bluefly Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (April 16th, 2013)

This First Amendment to Credit Agreement (this “Amendment”) is entered into as of April 11, 2013, among BLUEFLY, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the “Guarantors”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”).

Bluefly Inc – LIMITED Consent (April 16th, 2013)

This Limited consent (this “Limited Consent”) is entered into as of April 4, 2013, by and among BLUEFLY, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the “Guarantors”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”).

Bluefly Inc – LIMITED Consent (April 16th, 2013)

This Limited consent (this “Limited Consent”) is entered into as of April 11, 2013, by and among BLUEFLY, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the “Guarantors”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”).

Bluefly Inc – EMPLOYMENT AGREEMENT (November 29th, 2012)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 28, 2012, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and James Gallagher (“Gallagher”).

Bluefly Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 21st, 2012)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 2, 2012 (the “Effective Date”) by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Joseph Park (“Park”).

Bluefly Inc – SEPARATION AGREEMENT AND RELEASE OF CLAIMS (November 21st, 2012)

This Separation Agreement and Release of Claims (this “Agreement”) is entered into as of November 20, 2012 by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Kara Jenny (the “Executive”).

Bluefly Inc – CREDIT AGREEMENT Dated as of November 13, 2012 among BLUEFLY, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein SALUS CAPITAL PARTNERS, LLC as Administrative Agent and Collateral Agent, and The Other Lenders Party Hereto (November 19th, 2012)

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 13, 2012, among BLUEFLY, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (collectively, the “Borrowers”), the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent.

Bluefly Inc – AMENDMENT NO. 1 TO SECURED SUBORDINATED PROMISSORY NOTE (November 19th, 2012)

Amendment No. 1 to Secured Subordinated Convertible Promissory Note (this "Amendment"), dated as of November 13, 2012, between Bluefly, Inc., a Delaware corporation ("Company"), and Rho Ventures VI, L.P., a Delaware limited partnership ("Payee").

Bluefly Inc – AMENDMENT NO. 1 TO SECURED SUBORDINATED PROMISSORY NOTE (November 19th, 2012)

Amendment No. 1 to Secured Subordinated Promissory Note (this "Amendment"), dated as of November 13, 2012, between Bluefly, Inc., a Delaware corporation ("Company"), and Prentice Consumer Partners, LP, a Delaware limited partnership ("Payee").

Bluefly Inc – UNIT PURCHASE AGREEMENT (October 29th, 2012)

Unit Purchase Agreement (this “Agreement”), dated October 25, 2012, among Eyefly LLC (the “Company”), Bluefly, Inc., a Delaware corporation (“Bluefly”), A+D Labs LLC, a Delaware limited liability Company (“A+D”) and Tworoger Associates, Ltd (“Modo”).

Bluefly Inc – Contract (August 14th, 2012)

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.

Bluefly Inc – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (August 14th, 2012)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 18, 2012, is made with respect to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 17, 2011 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION (herein, the “Lender”), with offices at One Boston Place, 19th 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.

Bluefly Inc – NOTE AND WARRANT PURCHASE AGREEMENT (August 14th, 2012)

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.”

Bluefly Inc – WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BLUEFLY, INC. (August 14th, 2012)

THIS IS TO CERTIFY THAT RHO VENTURES VI, L.P., a Delaware limited partnership, or its registered assigns (the “Holder”), is the owner of the right to subscribe for and to purchase from BLUEFLY, INC., a Delaware corporation (the “Company”), Four Hundred Seventy Six Thousand One Hundred Ninety (476,190) (the “Number Issuable”), fully paid, duly authorized and non-assessable shares of Common Stock at a price per share of $1.05 (the “Exercise Price”), at any time, in whole or in part, on or after August 13, 2012 (the “Effective Date”) through 5:00 PM New York City time, on August 13, 2019 (the “Expiration Date”) all on the terms and subject to the conditions hereinafter set forth (the “Warrants”).

Bluefly Inc – EMPLOYMENT AGREEMENT (August 14th, 2012)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 12, 2012, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Scott Erdman (“Erdman”).

Bluefly Inc – WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BLUEFLY, INC. (August 14th, 2012)

THIS IS TO CERTIFY THAT PRENTICE CONSUMER PARTNERS, LP, a Delaware limited partnership, or its registered assigns (the “Holder”), is the owner of the right to subscribe for and to purchase from BLUEFLY, INC., a Delaware corporation (the “Company”), Four Hundred Seventy Six Thousand One Hundred Ninety (476,190) (the “Number Issuable”), fully paid, duly authorized and non-assessable shares of Common Stock at a price per share of $1.05 (the “Exercise Price”), at any time, in whole or in part, on or after August 13, 2012 (the “Effective Date”) through 5:00 PM New York City time, on August 13, 2019 (the “Expiration Date”) all on the terms and subject to the conditions hereinafter set forth (the “Warrants”).

Bluefly Inc – Contract (August 14th, 2012)

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.

Bluefly Inc – SEPARATION AGREEMENT AND RELEASE OF CLAIMS (February 3rd, 2012)

This Separation Agreement and Release of Claims (the “Release”) is made and entered into by and between Melissa Payner-Gregor (the “Executive”) and Bluefly, Inc., a Delaware corporation (the “Company”).

Bluefly Inc – September 8, 2011 (November 10th, 2011)
Bluefly Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (September 9th, 2011)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 7, 2011, 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 Consumer Partners, LP (“Prentice”) and Rho Ventures VI, L.P. (“Rho”; Soros, Maverick, Prentice and Rho are referred to collectively herein as the “Existing Holders” or the “Investors”).

Bluefly Inc – SECURITIES PURCHASE AGREEMENT (September 9th, 2011)

In the event legal action is taken or commenced by any of the parties hereto against any other party hereto for the enforcement of any of the covenants, terms or conditions of this Agreement, the non-prevailing party shall be liable for all reasonable fees and costs (including legal fees and costs) incurred by the prevailing party in connection with such legal action.

Bluefly Inc – AMENDED AND RESTATED SECURITY AGREEMENT by BLUEFLY, INC. as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated as of June 17, 2011 (August 12th, 2011)

AMENDED AND RESTATED SECURITY AGREEMENT dated as of June 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by BLUEFLY, INC., a Delaware corporation having an office at 42 West 39th Street, New York, New York 10018 (the “Borrower”), as pledgor, assignor and debtor (the Borrower, in such capacities and together with any successors in such capacities, the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108, as Lender, for the ratable benefit of itself and the other Credit Parties (as defined in the Credit Agreement defined below) pursuant to the Credit Agreement, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Lender”).

Bluefly Inc – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 17, 2011 among BLUEFLY, INC., as the Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION as Lender and L/C Issuer (August 12th, 2011)

WHEREAS, the Borrower and the Lender have entered into that certain Loan and Security Agreement dated as of July 26, 2005 between the Borrower and the Lender (as amended and in effect, the “Existing Credit Agreement”); and

Bluefly Inc – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 12th, 2011)

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Bradford Matson (“Matson”).

Bluefly Inc – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 12th, 2011)

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Martin J. Keane III (“Keane”).

Bluefly Inc – THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 12th, 2011)

This SECOND THIRD AND RESTATED EMPLOYMENT AGREEMENT is entered into as of May 3, 2011, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Kara Jenny (“Jenny”).

Bluefly Inc – EMPLOYMENT AGREEMENT (June 1st, 2011)

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 3, 2011, but shall be effective on the Starting Date (as defined below), by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Joseph Park (“Park”).

Bluefly Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 16th, 2011)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 31, 2010, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Bradford Matson (“Matson”).

Bluefly Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 16th, 2011)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 31, 2010, by and between Bluefly, Inc., a Delaware corporation (the “Company”), and Martin J. Keane III (“Keane”).

Bluefly Inc – EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (January 10th, 2011)

THIS CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 4, 2011, 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 BANK, NATIONAL ASSOCIATION (successor by merger to Wells Fargo Retail Finance, LLC) (herein, the “Lender”), with offices at One Boston Place, 19th 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.

Bluefly Inc – MANAGEMENT SERVICES AGREEMENT (January 10th, 2011)

This Management Services Agreement (this “Agreement”), dated as of January 4, 2011 (the “Effective Date”), is entered into by and between Eyefly LLC, with offices at 42 West 39th Street, New York, New York 10018 (the “Company”), and Bluefly, Inc., with offices at 42 West 39th Street, New York, New York 10018 (the “Service Provider”).

Bluefly Inc – MANAGEMENT SERVICES AGREEMENT (January 10th, 2011)

This Management Services Agreement (this “Agreement”), dated as of January 4, 2011 (the “Effective Date”), is entered into by and between Eyefly LLC, with offices at 42 West 39th Street, New York, New York 10018 (the “Company”), and Tworoger Associates, Ltd., with offices at 594 Broadway, New York, New York 10012 (the “Service Provider”).

Bluefly Inc – OPERATING AGREEMENT OF EYEFLY LLC (January 10th, 2011)

This Operating Agreement is executed as of January 4, 2011 (the “Effective Date”), by and among Eyefly LLC (the “Company”), Bluefly, Inc., a Delaware corporation (“Bluefly”), A+D Labs LLC, a Delaware limited liability Company (“A+D”) and an Affiliate of MODO and any other party that hereinafter becomes a Member.

Bluefly Inc – PLEDGE AGREEMENT (January 10th, 2011)

PLEDGE AGREEMENT (this “Agreement”), dated as of January 4, 2011, by and between BLUEFLY, INC. (the “Borrower”), a Delaware corporation with its principal executive offices at 42 West 39th Street, New York, New York 10018, and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wells Fargo Retail Finance, LLC) (herein, the “Lender”), with offices at One Boston Place, 19th Floor, Boston, Massachusetts 02109, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.