Exhibit 10.46







 





LIMITED
Consent


 


 


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”).


 


WHEREAS, the Borrowers,
the Guarantors, the Lenders and the Agent are party to that certain Credit Agreement dated as November 13, 2012 (as amended, supplemented,
modified and in effect from time to time, the “Credit Agreement”);


 


WHEREAS, Section 6.01(a)
of the Credit Agreement requires the Loan Parties to deliver to the Agent, within ninety (90) days of the end of each Fiscal Year
of the Lead Borrower, certain audited financial statements accompanied by a report and unqualified opinion of a Registered Public
Accounting Firm of national recognized standing reasonably acceptable to the Agent, which report and opinion must be prepared in
accordance with generally accepted auditing standards and which may not be subject to any “going concern” or like qualification
(the “Auditor’s Report and Opinion”);


 


WHEREAS, the Agent
previously consented to a fifteen (15) day extension of the deadline for the Loan Parties to deliver such audited financial statements,
and the related Auditor’s Report and Opinion, for the Fiscal Year ended December 31, 2012 (the “2012 Financials”),
such that the Loan Parties must deliver such audited financial statements and related Auditor’s Report and Opinion by April
15, 2012; and


 


WHEREAS, Lead Borrower
has requested further that the Agent consent to an extension of the deadline to deliver such Auditor’s Report and Opinion
without any “going concern” or like qualification, and the Agent is willing to grant such extension on the terms and
conditions set forth herein.


 


NOW THEREFORE, in consideration
of the mutual promises and agreements herein contained, the parties hereto agree as follows:


 


1.          
GENERAL.Defined terms used but not otherwise defined herein shall have the same meanings as in the Credit Agreement.


 


2.          
Limited Consent. Subject to the execution and delivery by the Loan
Parties of that certain First Amendment to Credit Agreement dated as of the First Amendment Effective Date among the Borrowers,
the Guarantors, the Agent and the Lenders party thereto, the Agent hereby consents to an extension of the deadline for the Lead
Borrower to deliver the Auditor’s Report and Opinion with respect to the 2012 Financials, without any “going concern”
or like qualification, until the earlier to occur of (a) the consummation of the Potential Acquisition on terms reasonably satisfactory
to the Agent and (b) the sixtieth (60th) day following the First Amendment Effective Date (such earlier date, the “Auditor’s
Report Due Date”). For the avoidance of doubt, the Lead Borrower shall be required to deliver the 2012 Financial Statements
and the related Auditor’s Report and Opinion (which may contain a “going concern” or like qualification) by April
15, 2012, provided that the Lead Borrower shall deliver such Auditor’s Report and Opinion, without any “going concern”
or like qualification, no later than the Auditor’s Report Due Date. This Limited Consent shall be effective only in this
specific instance and for the specific


 






    	 



    	 



    

 


purpose for which it is given, and shall not entitle Lead Borrower or any other Loan Party
to any other or further consent in any similar or other circumstances.


 


3.          
INTEGRATION; REAFFIRMATION. This Limited Consent, together with the Loan Documents, constitutes the entire agreement
and understanding among the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous proposals,
negotiations, agreements, and understandings relating to the subject matter.Lead Borrower acknowledges that it is relying on
no statement, representation, warranty, covenant, or agreement of any kind made by the Agent or any Lender or any employee or agent
of Agent or any Lender, except for the agreements of the Agent and the Lenders set forth herein and in the Loan Documents. No modification,
rescission, waiver, release, or amendment of any provision of this Limited Consent shall be made, except by a written agreement
signed by the Agent, the Lenders and Loan Parties. Except as otherwise stated herein, the Loan Documents remain in full force and
effect.


 


4.         
GOVERNING LAW, HEADINGS. This Limited Consent is one of the Loan Documents. THIS LIMITED CONSENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The headings
and captions in this Limited Consent are for the convenience of the parties only and are not a part of this Limited Consent.


 


5.         
Counterparts; Electronic Execution. This Limited Consent may be executed
in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered
shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Limited Consent by facsimile or other electronic transmission shall be as effective
as delivery of a manually executed counterpart of this Limited Consent.


 


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IN WITNESS WHEREOF, the parties have caused
this Limited Consent to be executed as of the date first written above.


 


BLUEFLY, INC., as a Borrower


 


 


 


By: ________________________________


Name:


Title:


 


 


EVT ACQUISITION CO., LLC, as a Borrower


 


 


 


By: ________________________________


Name:


Title:


 






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SALUS CAPITAL PARTNERS, LLC,

as Administrative Agent and as Collateral Agent


 


 


By: ________________________________


Name:


Title: 


 






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