ContractIntercreditor 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.
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.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2011 • RHO Ventures VI LP • Retail-catalog & mail-order houses • New York
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”).
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”).
LOCK UP AND SUPPORT AGREEMENTLock Up and Support Agreement • September 9th, 2011 • RHO Ventures VI LP • Retail-catalog & mail-order houses • Delaware
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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 20th, 2012 • RHO Ventures VI LP • Retail-catalog & mail-order houses • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of November 13, 2012 (the “Effective Date”), by and between Rho Ventures VI, L.P., a Delaware limited partnership (the “Purchaser”), and Melissa Payner (the “Seller”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 20th, 2012 • RHO Ventures VI LP • Retail-catalog & mail-order houses • New York
This Intercreditor Agreement (this “Agreement”) is made as of November 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) Salus Capital Partners, LLC, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “Senior Agent”) 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”).
STOCK PURCHASE AGREEMENT by and among RUNWAY ACQUISITION SUB, INC. and THE STOCKHOLDERS OF BLUEFLY, INC. LISTED ON THE SIGNATURE PAGES HERETO May 23, 2013Stock Purchase Agreement • June 3rd, 2013 • RHO Ventures VI LP • Retail-catalog & mail-order houses • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2013, by and among RUNWAY ACQUISITION SUB, INC., a Delaware corporation (“Purchaser”), and certain stockholders of Bluefly, Inc., a Delaware corporation (the “Company”), listed on Schedule A (each, a “Seller” and, collectively, the “Sellers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2011 • RHO Ventures VI LP • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 7, 2011, by and among Bluefly, Inc., a Delaware corporation (the “Company”), and each of the Purchasers named on Schedule 1 hereto (the “Purchasers”).
