Letter Agreement to Negotiate Amendment of Series A Preferred Stock Rights – Bluefly, Inc. and Soros Private Equity Partners LLC

Summary

Bluefly, Inc. and Soros Private Equity Partners LLC agree to negotiate in good faith, within 45 days, an amendment to the rights of Bluefly’s Series A Convertible Preferred Stock. The goal is to ensure the stock is not classified as redeemable preferred stock under SEC rules. This agreement is confirmed by both parties’ signatures and sets a clear timeline for the negotiation process.

EX-10.18 6 0006.txt LETTER AGREEMENT Exhibit 10.18 June 22, 2000 Soros Private Equity Partners LLC 888 Seventh Avenue New York, New York 10106 Attn: Neal Moszkowski Gentlemen: As we have discussed, Bluefly, Inc. (the "Company") recently revised its financial statements for quarter ended September 30, 1999 and the year ended December 31, 1999 to reflect the presentation of the Company's Series A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), as redeemable preferred stock. This letter sets forth our mutual agreement to negotiate in good faith an amendment of the rights of the Series A Preferred Stock such that the Series A Preferred Stock is not treated as "redeemable preferred stock" within the meaning of U.S. Securities and Exchange Commission Accounting Series Release No. 268 within forty-five (45) days of the date of this letter. Please indicate by your signature below that this letter accurately sets forth our understanding. Bluefly, Inc. By: /s/ E. Kenneth Seiff ---------------------------------- Name: E. Kenneth Seiff Title: Chairman of the Board, Chief Executive Officer and President Agreed to and accepted as of this 23 day of June, 2000. Soros Private Equity Partners LLC By: /s/ Neal Moszkowski ---------------------------------- Name: Neal Moszkowski Title: Partner