Unassociated Document


    Exhibit
10.1

    OPERATING
AGREEMENT

    


    OF

    


    EYEFLY
LLC

    


    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.

    


    WITNESSETH:

    


    WHEREAS, the Certificate of Formation
of the Company has been filed with the Secretary of State of the State of
Delaware on the Effective Date; and

    


    WHEREAS, the Company and the Founding
Members desire to enter into this Agreement in order to establish their
respective economic and other rights as members of the Company and to provide
regulations and procedures for the governance of the Company.

    


    NOW, THEREFORE in consideration of the
premises, the mutual promises and obligations contained herein, and with the
intent of being legally bound, the parties hereto agree as follows:

    


    ARTICLE
I

    


    Definitions

    


    SECTION 1.1  Definitions. 
For purposes of this Agreement, capitalized terms used but not defined herein
shall have the following meanings:

    


    “A+D” shall have the
meaning set forth in the recitals hereto.

    


    “A+D Designee” shall
have the meaning set forth in Section
8.3.

    


    “Adjusted Capital
Account” shall mean, with respect to any Member, the balance in such
Member's Capital Account as of the end of the relevant Fiscal Year, after giving
effect to the following adjustments:

    


    (i)           such
Capital Account shall be deemed to be increased by any amounts that such Member
is obligated to restore to the Company (pursuant to this Agreement or otherwise)
or is deemed to be obligated to restore pursuant to (A) the penultimate sentence
of 

     

    
      
        
           


        

        
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    section 1.704-2(g)(1) of the
Regulations, or (B) the penultimate sentence of section 1.704-2(i)(5) of the
Regulations (which includes amounts loaned by Members); and
 

    (ii)  such Capital Account
shall be deemed to be decreased by the items described in sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

    


    The foregoing definition of Adjusted
Capital Account is intended to comply with the provisions of section
1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted and applied
consistently therewith.

    


    “Adjusted EBITDA”
means, for any period of determination,  EBITDA adjusted to eliminate
the following: (i) gain (or loss) on sale of assets, (ii) gain (or loss) on
disposal of assets, (iii) gain (or loss) on early extinguishment or
restructuring of debt, (v) foreign currency transaction gain (or loss), and (vi)
extraordinary items, in each case as determined in accordance with generally
accepted accounting principles.

    


    “Affiliate” of a party
shall mean any entity that, directly or indirectly, controls, is controlled by,
or is under the common control with, such party.  The term “control” means
the power to direct the affairs of such entity by reason of ownership of equity
securities, by contract, or otherwise.

    


    “Agreement” shall mean
this Operating Agreement, as amended from time to time.

    


    “Approved Transaction”
shall have the meaning set forth in Section
19.3(a).

    


    “Assignee” shall have
the meaning set forth in Section
19.5.

    


    “Available Cash” means
net cash flow of the Company for the relevant period, if any, less such
reasonable reserves as the Board of Managers shall determine to be necessary for
present operations, planned expenditures and/or future
contingencies.

    


    “Award” shall have the
meaning set forth in the Plan.

    


    “Bluefly” shall have
the meaning set forth in the recitals hereto.

    


    “Bluefly Common Stock”
shall mean the Common Stock of Bluefly.

    


    “Bluefly Management Services
Agreement” means the Management Services Agreement entered into on or
about the date hereof by and between the Company and Bluefly, as the same may be
amended from time to time.
 

    
      
         


      

      
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    “Bluefly Price Per
Share” shall mean the average closing price of Bluefly Common Stock for
the twenty (20) trading days prior to the date on which the Call Option is
exercised, provided that the Bluefly Price Per Share shall, in no event, be less
than the closing bid price as of the last close of a trading day prior to the
time at which the Bluefly Price Per Share is calculated.

    


    “Board” or “Board of Managers”
shall mean a committee of Managers comprised in accordance with this Agreement
and having the powers set forth herein.

    


    “Book Value” means,
with respect to any asset of the Company, the adjusted basis of such asset as of
the relevant date for federal income tax purposes, except as
follows:

    


    (i)  the initial Book Value
of any asset contributed by a Member to the Company shall be the Fair Market
Value of such asset;

    


    (ii)  the Book Values of all
Company assets (including intangible assets such as goodwill) shall be adjusted
to equal their respective Fair Market Values as of the following
times:

    


    (A)          the
acquisition of an additional interest in the Company by any new or existing
Member (1) in exchange for more than a de minimis Capital
Contribution or (2) as consideration for the provision of services to or for the
benefit of the Company;

    


    (B)          the
distribution by the Company to a Member of more than a de minimis amount of
money or Company property as consideration for its interest in the Company;
and

    


    (C)          the
liquidation of the Company within the meaning of section
1.704-1(b)(2)(iv)(f)(5)(ii) of the Regulations; and

    


    (iii)  if the Book Value of
an asset has been determined or adjusted pursuant to subsection (i) or
(ii) above, such Book Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of
computing Net Profits and Net Losses and other items allocated pursuant to Section
13.2.

    


    The foregoing definition of Book Value
is intended to comply with the provisions of section 1.704-1(b)(2)(iv) of the
Regulations and shall be interpreted and applied consistently
therewith.

    


    “Built-In Gain” shall
have the meaning set forth in Section
5.1(c).

    


    “Business” shall have
the meaning set forth in Section
4.1.
 

    
      
         


      

      
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    “Business Day” shall
mean any day other than Saturday, Sunday and any other day on which banks in New
York City are not open for business.

    


    “Call Option” shall
have the meaning set forth in Section
19.10(a).

    


    “Call Option Exercise
Notice” shall have the meaning set forth in Section
19.10(a).

    


    “Call Option
Valuation” shall mean, as of any date that the Call Option is exercised
in whole or in part, seven (7) times the Company’s Adjusted EBITDA for the
twelve month period ending as of the last day of the last completed full fiscal
quarter prior to the date of such exercise.  For example, if the Call
Option were to be exercised on November 5, 2017, the Call Option would be seven
(7) times the Company’s Adjusted EBITDA for the twelve month period ending
September 30, 2017.

    


    “Capital Account”
shall have the meaning set forth in Section
12.1.

    


    “Capital Contribution”
shall mean the amount of cash and the Fair Market Value of property (net of
liabilities secured by such property that the Company is considered to assume,
or take subject to, under section 752 of the Code) contributed by a Member to
the capital of the Company and any Company liabilities assumed by the Member
within the meaning of section 1.704-1(b)(2)(iv)(c) of the Regulations.  No
Capital Contribution shall be made with respect to any Class B Common
Unit.

    


    “Certificate of
Formation” shall mean the Certificate of Formation of the Company, as
amended from time to time.

    


    “Change of Control”
shall mean, with respect to a Member that is an entity, the existence of any
circumstances by which “control” (as used in the definition of “Affiliate”) of
such Member is acquired by a Person (or group of Persons acting in concert)
other than the Person(s) who “control” the Member as of the date on which the
Member executes this Agreement.

    


    “Class A Common Units”
shall mean an interest in the Company that arises out of a Capital Contribution
pursuant to which the holder of such interest shall be entitled to be allocated
Net Profits and Net Losses and receive Distributions, and to vote, in accordance
with the terms hereof.

    


    “Class B Common Units”
shall mean an interest in the Company that does not arise out of a Capital
Contribution pursuant to which  the holder of such interest shall be
entitled to be allocated Net Profits and Net Losses and receive Distributions in
accordance with the terms hereof.  Except as otherwise required by law, the
Class B Common Units shall have no right to vote with respect to any
matter.  The issuances of Class B Common Units from time to time are


     

    
      
        
           


        

        
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    intended to be “Profits Interests” pursuant to Internal Revenue
Service Revenue Procedures 2001-43, 2001-2 C.B. 191 and 93-27, 1993-2 C. B.
343.
 

    “Class B Member” shall
mean a Member who owns Class B Common Units.

    


    “Co-Sale Notice” shall
have the meaning set forth in Section
19.2(e).

    


    “Co-Sale Right” shall
have the meaning set forth in Section
19.2(f).

    


    “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time (including
corresponding provisions of subsequent or successor revenue laws).

    


    “Combined Marginal
Rate” shall mean, for any Fiscal Year, the sum of (i) the highest
marginal federal income tax rate assessable for such year on the income of
corporate taxpayers and (ii) the highest combined marginal state and local
income tax rate assessable for such year on the income of corporate taxpayers
among the various states and localities in which holders of Units shall be
required to file income tax returns after giving effect to the federal income
tax benefit derived from such state and local taxes based on the rate determined
in the preceding clause
(i).

    


    “Common Units” shall
mean the Class A Common Units and the Class B Common Units.

    


    “Company” shall have
the meaning set forth in the preamble to this Agreement.

    


    “Company Minimum Gain”
means the aggregate amount of gain (of whatever character), determined for each
Nonrecourse Liability of the Company, that would be realized by the Company if
it disposed of the Company property subject to such liability in a taxable
transaction in full satisfaction thereof (and for no other consideration) and by
aggregating the amounts so computed, determined in accordance with sections
1.704-2(d) and (k) of the Regulations.

    


    “Company Notice” shall
have the meaning set forth in Section
19.2(b).

    


    “Company Right” shall
have the meaning set forth in Section
19.2(b).

    


    “Competitive Business”
means any Person engaged in the Business.

    


    “Competitor” means any
Person to the extent that Person, if it became a Member, would be in violation
of the prohibitions on competition (as those prohibitions are limited by the
exclusions thereto) set forth in Section
20.2.

    


    “Confidential
Information” shall have the meaning set forth in Section
20.1.


    
      
         


      

      
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    “Convertible
Securities” shall have the meaning set forth in Section
5.1(d).

    


    “Depreciation” means,
for each Fiscal Year or part thereof, an amount equal to the depreciation,
amortization or other cost recovery deduction allowable for federal income tax
purposes with respect to an asset for such Fiscal Year or part thereof, except
that if the Book Value of an asset differs from its adjusted basis for federal
income tax purposes at the beginning of such Fiscal Year, the depreciation,
amortization or other cost recovery deduction for such Fiscal Year or part
thereof shall be an amount that bears the same ratio to such Book Value as the
federal income tax depreciation, amortization or other cost recovery deduction
for such Fiscal Year or part thereof bears to such adjusted tax
basis.

    


    “Designated Units”
shall have the meaning set forth in Section
19.3(a).

    


    “Dissolution” shall
mean the happening of any of the events set forth in Section
17.1.

    


    “Distribution” shall
mean any money and the Fair Market Value of any property (net of liabilities
secured by such property that the Member is deemed to assume, or take subject
to, under Section 752 of the Code) distributed by the Company to the Members in
accordance with Articles XIV or
XVIII.

    


    “EBITDA” means, for
any period of determination, net income for the applicable period plus, without
duplication and only to the extent deducted in determining net income, (i)
depreciation and amortization expense for such period, (ii) interest expense,
whether paid or accrued, for such period, (iii) all income taxes for such
period, in each case as determined in accordance with generally accepted
accounting principles.

    


    “Effective Date” shall
have the meaning set forth in the recitals hereto.

    


    “Election Notice”
shall have the meaning set forth in Section
19.10(b).

    


    “Fair Market Value”
shall mean, with respect to any property or assets (including the Units), the
value (as determined by the Board of Managers in good faith) that would be
obtained in an arm's length transaction for ownership of such property for cash
between an informed and willing seller and an informed and willing purchaser,
each with an adequate understanding of the facts and under no compulsion to buy
or sell.

    


    “Fiscal Year” shall
mean the period specified in Section
16.2.

    


    “Founding Members”
shall mean Bluefly and A+D.


    
      
         


      

      
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    “Initial Contribution”
shall mean the initial Capital Contribution made by a Member to the Company in
return for such Member’s purchase of Units, other than Class B Common
Units.

    


    “Initiating Members”
shall have the meaning set forth in Section
19.3(a).

    


    “Liquidation” shall
mean the process of winding up and terminating the Company after its
Dissolution.

    


    “LLCA” shall mean the
Delaware Limited Liability Company Act, as amended from time to
time.

    


    “Management Services
Agreements” means, collectively, the Bluefly Management Services
Agreement and the MODO Management Services Agreement.

    


    “Managers” shall have
the meaning set forth in Section 8.1(b). 
For all purposes hereunder, the term “Manager” shall have the same meaning as is
provided for that term in the LLCA.

    


    “Member” shall mean a
Person who acquires Units and who is admitted to the Company as a Member in
accordance with the terms of this Agreement.

    


    “Member Minimum Gain”
means the aggregate amount of gain (of whatever character), determined for each
Member Nonrecourse Debt, that would be realized by the Company if it disposed of
the Company property subject to such Member Nonrecourse Debt in a taxable
transaction in full satisfaction thereof (and for no other consideration),
determined in accordance with the provisions of sections 1.704-2(i)(3) and (k)
of the Regulations for determining a Member’s share of minimum gain attributable
to a Member Nonrecourse Debt.

    


    “Member Nonrecourse
Debt” has the same meaning as “partner nonrecourse debt” as specified in
section 1.704-2(b)(4) of the Regulations.

    


    “MODO” shall mean
Tworoger Associates, Ltd., a New York corporation, doing business as MODO
Eyewear.

    


    “MODO Management Services
Agreement” means the Management Services Agreement entered into on or
about the date hereof by and between the Company and MODO, as the same may be
amended from time to time.

    


    “Negative Balance”
shall have the meaning set forth in Section
13.2(a)(i).


    “Net Losses” shall
mean, with respect to any Fiscal Year (or part thereof) of the Company, the net
losses of the Company for such period computed using Book Values and


     

    
      
        
        

      

      
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    applying
the methods and principles of accounting used for federal income tax purposes
specified by section 704(b) of the Code and the Regulations promulgated
thereunder, including, as appropriate, each item of income, gain, loss,
deduction or credit entering into such determination, as determined by the
accountants of the Company.

    


    “Net Profits” shall
mean, with respect to any Fiscal Year (or part thereof) of the Company, the net
profits of the Company for such period computed using Book Values and applying
the methods and principles of accounting used for federal income tax purposes
specified by section 704(b) of the Code and the Regulations promulgated
thereunder, including, as appropriate, each item of income, gain, loss,
deduction or credit entering into such determination, as determined by the
accountants of the Company.

    


    “New Member” shall
mean any Member that is not a Founding Member.

    


    “Nonrecourse
Liability” shall mean any Company liability (or portion thereof) for
which no Member bears the economic risk of loss for such liability under section
1.752-2 of the Regulations.

    


    “Offer” shall have the
meaning set forth in Section
19.2(a).

    


    “Offering Member”
shall have the meaning set forth in Section
19.2(a).

    


    “Option Notice” shall
have the meaning set forth in Section
19.2(a).

    


    “Other Members” shall
have the meaning set forth in Section
19.3(a).

    


    “Outside Party” shall
have the meaning set forth in Section
19.2(a).

    


    “Percentage Interest”
means, for each Member, a fraction, the numerator of which shall be all Common
Units held by such Member (including any Common Units issuable upon the
conversion of Preferred Units held by such Member) and the denominator of which
shall be all Units then issued and outstanding (including any Common Units
issuable upon the conversion of Preferred Units then issued and
outstanding).

    


    “Permitted Transfer”
shall have the meaning set forth in Section
19.1(a).

    


    “Permitted Transfer to an
Affiliate” shall mean a Permitted Transfer of the type described in clauses (ii) or (iii)
of Section
19.1(b).

    


    “Person” shall mean an
individual, corporation, limited liability company, partnership, trust,
unincorporated organization or other entity, or a government or any agency or
political subdivision thereof.


    
      
         


      

      
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    “Phantom Units” shall
have the meaning set forth in the Plan.

    


    “Plan” shall have the
meaning set forth in Section
5.5.

    


    “Preferred Unit
Designation” shall mean the exercise by the Board of its authority to
designate the rights of a series of Preferred Units pursuant to Section
5.1(b).

    


    “Preferred Units”
shall mean an interest in the Company that arises out of a capital contribution
pursuant to which the holder of such interest shall be entitled to be allocated
Net Profits and Net Losses and receive Distributions, and to vote, in accordance
with the terms hereof.

    


    “Regulations” shall
mean the Treasury Regulations (including temporary regulations) promulgated
under the Code, as amended from time to time (including corresponding provisions
of succeeding regulations).

    


    “Regulatory
Allocations” shall have the meaning set forth in Section
13.5(a)(vi).

    


    “Sale of the Company
Transaction” shall mean a transaction, or series of transactions,
pursuant to which: (a) the Company would sell all or substantially all of its
assets, (b) the Members would sell Units that entitle the holders thereof to
cast a majority of the votes entitled to be cast by the holders of all Units or
(c) the Company would merge or consolidate with another entity and, as a result
thereof, the Members immediately prior to such transaction or series of
transactions would hold less than fifty percent (50%) of the combined voting
power of the outstanding equity securities of the surviving entity immediately
following such transaction or series of transactions.

    


    “Securities Act” shall
mean the Securities Act of 1933, as the same may be amended from time to
time.

    


    “Section 704(b)
Regulations” shall have the meaning set forth in Section
12.1.

    


    “Selling Members”
shall have the meaning set forth in Section
19.10(a).

    


    “Service” shall mean a
Class B Member’s performance of services on behalf of the Company, where as an
employee, consultant, officer or Manager.

    


    “Share Cap” shall have
the meaning set forth in Section
19.10(c).

    


    “Tax Matters Partner”
shall have the meaning set forth in Section
11.4(a).

    


    “Total Consideration”
shall have the meaning set forth in Section
19.3(b).


    
      
         


      

      
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    “Transfer” shall mean
a sale, exchange, assignment, transfer, pledge, hypothecation or other
disposition of Units (whether voluntary or involuntary), including (without
limitation) the creation of any lien, security interest or other encumbrance,
other than by operation of law.  A “Transfer” shall include a Change of
Control of any Member that is an entity, the primary assets of which consist of
Units, provided that a transfer of equity interests in Bluefly shall, in no
event, constitute a Transfer of Units held by Bluefly.

    


    “Transferring Member”
shall mean a Member that is Transferring Units.

    


    “Undesignated Preferred
Units” shall mean any Preferred Units that, as of the date hereof, have
not been designated by the Board pursuant to Section
5.1(b).

    


    “Units” shall mean the
interests in the Company having the characteristics ascribed to them
herein.  For all purposes hereunder, the term “Unit” shall have the same
meaning as the term “membership interest” as that term is used in the
LLCA.

    


    “Unvested Class B Common
Units” shall mean, with respect to a Class B Member, any Class B Common
Units granted to such Member that have not yet vested in accordance with the
terms of the written award agreement pursuant to which such Class B Common Units
were granted.

    


    All other capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned thereto in the
LLCA.  To the extent that a term specifically defined in this Section 1.1 conflicts
with a definition provided in the LLCA, the specific definition set forth herein
shall govern.

    


    ARTICLE
II

    


    Formation

    


    SECTION 2.1  Formation.  The
Company was formed effective as of January 4, 2011, by the filing of the
Certificate of Formation with the Secretary of State of the State of Delaware
pursuant to the LLCA and on behalf of the Members of the Company.

    


    SECTION 2.2  Name.  The name
of the Company is “Eyefly LLC.”  The business of the Company will be
conducted under such name or such other trade names or fictitious names as may
be adopted in accordance with Section
2.3.


    SECTION 2.3  Trade Name
Affidavits.  The Company will file such trade name or fictitious
name affidavits and other certificates as may be necessary or desirable in
connection with the formation, existence and operation of the Company (including
those filings required in any jurisdiction where the Company owns
property).

     

    
      
        
        

      

      
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    SECTION 2.4  Foreign
Qualification.  The Company will apply for authority to transact
business in those jurisdictions where it is required to do so.  The Company
will file such other certificates and instruments as may be necessary or
desirable in connection with its formation, existence and
operation.

    


    ARTICLE
III

    


    Offices

    


    SECTION 3.1  Principal
Office.  The principal office, place of business and address of the
Company shall be 42 West 39th Street,
9th
Floor, New York, New York 10018, and may be changed by the Board of Managers
from time to time.

    


    SECTION 3.2  Other Offices. 
The Company may also have offices at other places, either within or without the
State of Delaware, as the Board of Managers may from time to time determine or
as the business of the Company may require.

    


    ARTICLE
IV

    


    Business and
Powers

    


    SECTION 4.1  Business.  The
business of the Company shall be (a) to develop and operate an e-commerce Web
site and related online and mobile applications focused on selling fashionable
prescription eyewear directly to consumers (the “Business”) and (b) to
conduct such other lawful activities as the Board of Managers shall agree from
time to time.

    


    SECTION 4.2  Powers.  The
Company shall have all the powers permitted to a limited liability company under
the LLCA and which are necessary, convenient or advisable in order for it to
conduct its business.


    
      
         


      

      
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    ARTICLE
V

    


    General
Provisions

    


    SECTION 5.1  Issuance of
Interests.  (a)  The membership interests in the Company
are referred to in this Agreement as “Units.”  The
Company shall be authorized to issue two classes of Units:  “Common Units” and
“Preferred
Units.”  The Common Units may be issued in two
series:  “Class A Common Units”
and “Class B Common
Units.”  The Preferred Units may be issued in multiple series
as set forth below.  The Company is hereby authorized to issue up to
16,000,000 Class A Common Units, 1,500,000 Class B Common Units, and 10,000,000
Preferred Units, all of which are Undesignated Preferred Units and may be
designated in the future in accordance with subsection (b)
below.

    


    (b)  The Board is vested with
authority to establish and designate additional series of Preferred Units and to
fix the number of Units to be included in such series and the voting powers, the
relative rights, preferences and special rights, and the qualifications,
limitations or restrictions, of such series, subject to the provisions of this
Section
5.1(b).  The Board shall also have the authority to issue additional
Common Units in lieu of designating and issuing all or any portion of the
authorized Preferred Units that have not otherwise been designated as of the
time of such issuance.  The authority of the Board with respect to each
series of Preferred Units shall include, but not be limited to, determination of
the following:

    


    (i)        
   the number of Preferred Units constituting that series and the
distinctive designation of that series;

    


    (ii)           whether
that series shall be entitled to any distributions, and, if so, the distribution
rate on the Units of that series, whether distributions shall be cumulative,
and, if so, from which date or dates;

    


    (iii)          whether
that series shall have voting rights, in addition to the voting rights required
by law, and, if so, the terms of such voting rights;

    


    (iv)          whether
that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate to such events as the Board shall determine;

    


    (iv)          whether
the Units of that series shall be redeemable, and, if so, the terms and
conditions of such redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per Unit payable in case of redemption,
which amount may vary under different conditions at different redemption
dates;

    


    (v)           the
amounts payable on the Units of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Company;
and


    
      
         


      

      
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      (vi)         
any other
voting powers, relative rights, preferences and special rights and
qualifications, limitations or restrictions of that series.

    

    


    (c)  At the time that any
Class B Common Unit is issued pursuant to this Agreement, the Board shall
determine the extent, if any, by which any asset of the Company has a Fair
Market Value in excess of the Book Value of such asset (a “Built-In
Gain”).  Notwithstanding anything to the contrary in this Agreement,
(i) a Person who receives a Class B Common Unit shall not be allocated any
portion of the Built-In Gains that are ultimately realized by the Company from
the sale or exchange of assets that were owned by the Company (or by a
subsidiary partnership or limited liability company in which the Company has an
interest) on the date such Person received such Class B Common Unit and (ii) the
amount of distributions made by the Company to a Person with respect to such
Class B Common Unit (exclusive of amounts paid or distributed to such Person as
guaranteed payments or compensation for services) shall be limited to the sum of
(A) such Person’s interest in Net Profits arising from the ordinary operations
of the Company after the date such Class B Common Unit was issued and (B) such
Person’s interest in Net Profits from a sale of Company assets that is in excess
of the amount of Built-In Gain of the Company as of the date such Class B Common
Unit was issued.

    


    (d)  The Company shall be
authorized to issue securities (“Convertible
Securities”) that are convertible into, or exchangeable or exercisable
for, Units authorized pursuant to this Section 5.1, provided
that such Units shall not be deemed issued until such time as such securities
are converted, exchanged or exercised (as the case may be) in accordance with
the terms thereof.

    


    SECTION 5.2  Unit Certificates
.  Every holder of record of a Unit shall be entitled to have a
certificate certifying the class, series and number of Units owned by such
Person in the Company.  Each certificate evidencing ownership of Units
shall bear and be subject to the following legend:

    


    “THE
UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT EFFECTIVE AS OF
JANUARY 4, 2011 AS THE SAME MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH
MAY BE OBTAINED FROM THE SECRETARY OF THE ISSUER).  SUCH OPERATING
AGREEMENT RESTRICTS THE SALE, PLEDGE, HYPOTHECATION AND TRANSFER OF THE UNITS
AND THE INTEREST REPRESENTED HEREBY AND CONTAINS PROVISIONS GOVERNING THE VOTING
OF THE UNITS. BY ACCEPTING ANY INTEREST IN SUCH UNITS, THE PERSON ACCEPTING SUCH
UNITS SHALL BE DEEMED TO AGREE TO, AND SHALL BECOME BOUND BY, ALL THE PROVISIONS
OF SUCH OPERATING AGREEMENT.


    
      
         


      

      
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    NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
UNITS EVIDENCED BY THIS CERTIFICATE MAY BE MADE EXCEPT AS OTHERWISE PROVIDED IN
SUCH OPERATING AGREEMENT AND (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ANY APPLICABLE STATE
SECURITIES AND “BLUE SKY” LAWS OR (B) IF NOT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, THEN ONLY WHEN SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF
THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH STATE
SECURITIES AND “BLUE SKY” LAWS.”

    


    Each such
certificate shall be signed by, or in the name of the Company by, the Chairman,
the Chief Executive Officer, the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Company.  In case any officer who has signed or whose facsimile
signature has been placed upon a certificate while such officer was an officer
of the Company but such officer shall have ceased to be an officer before such
certificate is issued, it may nevertheless be issued by the Company with the
same effect as if such Person were an officer at the date of issue.

    


    SECTION 5.3  General Rights. 
(a) Units shall not have a stated value or any rights to Distributions unless
the Board of Managers, pursuant to the terms hereof, shall have declared such a
Distribution out of funds legally available therefor.

    


    (b)           Except
as expressly provided herein or in a Preferred Unit Designation, no Member shall
have priority over any other Member whether for the return of a Capital
Contribution or Capital Account or for Net Profits, Net Losses or a
Distribution; provided, however, that the
foregoing shall not apply to loans, advances or other indebtedness (as
distinguished from a Capital Contribution) made by a Member to the
Company.

    


    SECTION 5.4  General Protective
Provisions.  Notwithstanding anything in this Agreement to the
contrary, no Manager, Member, or officer shall, without first obtaining the
written approval of those Members representing at least a majority of all of the
votes of Members permitted hereunder:

    


    (a) cause the Dissolution of the
Company;

     

    
      
        
           


        

        
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    (b) cause or permit the sale of all or
substantially all of the Company's assets;

    
 

    (c) cause or permit the merger or
consolidation of the Company into or with another Person; or

    


    (d) cause or permit the conversion of
the Company into another form of business entity.

    


    SECTION 5.5  Phantom Units. In
addition to the Units, the Company may issue Phantom Units in accordance with
the Eyefly LLC 2011 Long-Term Incentive Plan (the “Plan”) attached
hereto as Exhibit
B.  Participants holding Awards under the Plan shall have no rights
as Members pursuant to such Awards, such Awards shall not constitute any series
or class of Units issued pursuant to this Agreement and such participants shall
not be treated as members of the Company.  The initial number of Phantom
Units available for issuance under the Plan shall be 1,500,000.  The Plan
may be amended with the approval of the Board of Managers, including (without
limitation) to increase the number of Phantom Units available for issuance
thereunder, and no such amendment shall require a vote of the
Members.

    


    ARTICLE
VI

    


    Capital Contributions;
Members

    


    SECTION 6.1  Initial
Contributions.  (a)  The name of each Founding Member,
their Initial Contribution, and the number and type of Units representing their
membership interest under this Agreement are set forth on Exhibit A hereto.
Each Founding Members shall only be required to pay the portion of its Initial
Contribution set forth on Exhibit A
immediately, but shall be required to pay the remaining amounts, or any portion
thereof, within ten (10) Business Days of request by the Company.  To the
extent that any Founding Member does not pay any requested portion of the
Initial Contribution within such ten (10) Business Day period then, in addition
to all other remedies that the Company may have at law or equity (including,
without limitation, for breach of contract), upon five (5) Business Days’
written notice from the Company, all of such Founding Member’s Units shall
automatically be deemed to have been terminated, redeemed and forfeited without
any consideration or further action on anyone’s part, resulting in the
surrender, termination and forfeiture of all of such Founding Member’s rights,
privileges and preferences attendant to its ownership of a Capital Interest with
respect to such Units.

    


    (b)  The Initial Contribution
of each New Member shall be the purchase price for such Member’s Units, and such
Member shall not be deemed admitted as a Member of the Company (and such Units
shall not be deemed issued) until such time as such Initial Contribution has
been paid in full; provided that no New Member shall be required to make a
Capital Contribution with respect to any Class B Common Units issued to such
Member.


    
      
         


      

      
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    SECTION 6.2  Additional
Contributions.  Except as provided in the LLCA or as specifically
provided in this Agreement, no Member will be required to make any additional
Capital Contributions or restore any deficit to its Capital
Account.

    


    SECTION 6.3  Withdrawal of
Capital.  Except as specifically provided in this Agreement, no
Member will be entitled to withdraw all or any part of such Person's Capital
Contribution or Capital Account from the Company prior to the Company's
Dissolution and Liquidation or, when such withdrawal is permitted, to demand a
Distribution of property other than money.

    


    SECTION 6.4  No Interest on
Capital.  No Member will be entitled to receive interest on such
Person’s Capital Account or any Capital Contribution.

    


    SECTION 6.5  Admission of
Members.  Upon the Company’s issuance of Units to any Person who is
not a Member or the Transfer (other than any pledge or hypothecation) of any
Units to any Person who is not a Member, and the approval of the Board of
Managers, and provided that, in the case of a Transfer, there has been
compliance with the terms contained in Article XIX hereof,
such Person shall be admitted to the Company as a Member.  No transferee of
Units shall be admitted as a Member except upon the approval of the Board of
Managers.

    


    SECTION 6.6  Power of Attorney
.  (a) Each Member hereby appoints the Board of Managers, and any
officer duly appointed thereby, including the Secretary and each Assistant
Secretary, acting individually, with power of substitution, as its true and
lawful representative and attorney-in-fact, in its name, place and stead to
make, execute, sign, acknowledge, swear to and file: (i) any and all
instruments, certificates, and other documents that may be deemed necessary or
desirable to effect the Dissolution or Liquidation of the Company, provided that
such action has been approved in accordance with Section 5.4 hereof;
(ii) any business certificate, fictitious name certificate, amendment thereto,
or other instrument or document of a similar nature necessary or desirable to
accomplish the business, purpose and objectives of the Company, or required by
any applicable federal, state or local law; and (iii) all amendments or
modifications to this Agreement, provided that such amendment or modification
has been approved in accordance with Section
21.1.

    


    (b)           The
power of attorney hereby granted by each Member is coupled with an interest, is
irrevocable, and shall survive, and shall not be affected by, the subsequent
death, disability, incapacity, incompetency, termination, bankruptcy or
insolvency of such Member.


    SECTION 6.7  Representations and
Warranties.  Each Member hereby represents and warrants to the
Company and each other Member that: (a) if that Member is an organization, that
it is duly organized, validly existing, and in good standing under the law of
its State of organization and that it has full organizational power to execute
and agree to this Agreement and to perform its obligations hereunder; (b) the
Member is acquiring its interest in the Company for 

     


    
      
        
        

      

      
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    the
Member’s own account as an investment and without an intent to distribute the
interest; (c) except as specifically permitted in this Agreement, the Member has
not and will not enter into any agreements or understandings relating to his,
her or its interest in the Company that could give rise to any other Person
having any direct or indirect interest in the Company; (d) the Member has good
and marketable title to any property contributed to the Company as a capital
contribution, free and clear of any liens, claims, liabilities, restrictions or
encumbrances of any kind; (e) neither the execution and delivery of this
Agreement, nor the performance by the Member of any of the duties or obligations
under this Agreement, shall violate any term, covenant or agreement to which the
Member or any of the Member’s property is bound; (f) the Member has sufficient
knowledge and experience in investing in similar companies in terms of the
Company’s stage of development so as to be able to evaluate the risks and merits
of its investment in the Company and it is able financially to bear the risks
thereof; and (g) the Member acknowledges that the interests have not been
registered under the Securities Act or any state securities laws, and may not be
resold or transferred by the Member without appropriate registration or the
availability of an exemption from such requirements.

    


    ARTICLE
VII

    


    Meetings of
Members

    


    SECTION 7.1  Meetings. 
Meetings of the Members for any purpose or purposes may be called by a Member or
Members holding of record Units entitling such Member(s) at least a majority of
the votes of Members permitted hereunder, or by the Board of Managers, the
Chairman, the Chief Executive Officer, or the President and held at such place,
date and hour as shall be designated in the notice thereof.

    


    SECTION 7.2  Notice of
Meetings.  (a) Notice of each meeting of the Members shall be given
not less than ten (10), nor more than sixty (60), calendar days before the date
of the meeting to each Member entitled to vote thereat by mailing such notice,
postage prepaid, to each such Member at the address of such Member as it appears
on the records of the Company.  Every such notice shall state the place,
date, and hour of the meeting and the purpose or purposes for which the meeting
is called.  Except as provided in the immediately succeeding sentence,
notice of any adjourned meeting of the Members need not be given if the time and
place thereof is announced at the meeting at which adjournment is taken. 
If the adjournment is for more than thirty (30) calendar days or if, after the
adjournment, a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each Member entitled to vote at such
adjourned meeting in the manner and containing the information set forth in the
first and second sentences of this Section 7.2,
respectively.

    


    (b)           A
written waiver of notice, signed by a Member entitled thereto, whether before or
after the time stated therein, shall be deemed equivalent to notice of the
meeting relating thereto.  Attendance of a Member in person or by proxy at
a Members' meeting shall constitute a waiver of notice to such Member of such
meeting, except when such Member  

     

    
      
        
        

      

      
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    attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not duly called or
convened.

    


    SECTION 7.3  Record Date. 
For the purpose of determining the Members entitled to notice of or to vote at
any meeting of the Members or any adjournment of such meeting, the date one (1)
Business Day prior to the date on which notice of the meeting is mailed (or such
other date as the Board of Managers may determine) shall be the record date for
making such a determination.  When a determination of Members entitled to
vote at any meeting of the Members has been made pursuant to this Section 7.3, such
determination of Members shall also apply to any adjournment of the
meeting.  For the purpose of determining the Members for any other purpose
(excluding entitlement to Distributions which shall be governed by Section 14.1), the
date established by the Board of Managers as the record date for making such
determination shall be deemed to be the record date for making such a
determination.

    


    SECTION 7.4  Quorum.  At each
meeting of the Members, except as otherwise required by law, Members holding
more than fifty percent (50%) of all of the votes of Members permitted hereunder
shall be present in person or by proxy to constitute a quorum for the
transaction of business.  In the absence of a quorum at any such meeting or
any adjournment or adjournments thereof, a majority in voting interest of those
Members present in person or represented by proxy and entitled to vote thereat,
or, in the absence therefrom of all the Members, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time until Members holding Units representing the number votes entitled to be
cast by Members requisite for a quorum shall be present in person or by
proxy.  At any such adjourned meeting at which a quorum may be present, any
business may be transacted that might have been transacted at the meeting as
originally called.

    


    SECTION 7.5  Organization. 
At each meeting of the Members, one of the following shall act as chairman of
the meeting and preside thereat, in the following order of
precedence:

    


    
      	
               
      

            	
              (a)

            	
              the
      Chairman;

            


    

    


    (b)           the
Secretary;

    


    (c)           if
the Chairman and the Secretary shall be absent from such meeting, any other
officer of the Company designated by the Board of Managers to act as chairman of
such meeting and to preside thereat; or

    


    (d)           in
the absence of any of the above, a Member who shall be chosen chairman of such
meeting by a majority in voting interest of the Members present in person or by
proxy and entitled to vote thereat.

     

    
      
        
        

      

      
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    The
Secretary or, if the Secretary shall be presiding over the meeting in accordance
with the provisions of this Section 7.5 or if he
shall be absent from such meeting, the person whom the chairman of such meeting
shall appoint, shall act as secretary of such meeting and keep the minutes
thereof.

    


    SECTION 7.6  Order of
Business.  The order of business at each meeting of the Members
shall be determined by the chairman of such meeting.

    


    SECTION 7.7  Voting.  (a)
Each Member shall, with respect to all matters requiring its vote, be entitled
to cast, in person or by proxy, one vote for each Class A Common Unit registered
in such Member’s name on the transfer books of the Company on the date fixed
pursuant to the provisions of Section 7.3 as the
record date for the determination of Members who shall be entitled to receive
notice of and to vote at such meeting; provided that the number of votes that
each Member shall be entitled to cast for each Undesignated Preferred Unit that
may hereafter be registered in such Member’s name as of such date shall be
determined by the Board pursuant to the applicable Preferred Unit
Designation.  Except as otherwise required by law, a Member shall not be
entitled to cast any votes for any Class B Common Unit held by such
Member.

    


    (b)           Any
vote of Units held by Members may be given at any meeting of the Members by the
Members entitled to vote thereat either in person or by proxy appointed by an
instrument in writing fulfilling the requirements of the LLCA and delivered to
the Secretary or an Assistant Secretary of the Company or the secretary of the
meeting.  The attendance at any meeting of a Member who may theretofore
have given a proxy shall not have the effect of revoking such proxy unless the
Member shall in writing so notify the secretary of the meeting prior to the
voting of the proxy.  At all meetings of the Members, all matters, except
as otherwise provided by law or in this Agreement, shall be decided by the vote
of a majority of the votes cast by Members present in person or by proxy and
entitled to vote thereat, a quorum being present. To the maximum extent
permitted by law, all Units will vote together, as one class, on all matters,
except as expressly set forth herein, provided that, except as otherwise
required by law, a Member shall not be entitled to cast any votes for any Class
B Common Unit held by such Member. Except as otherwise expressly required by
law, the vote at any meeting of the Members on any question need not be by
ballot, unless so directed by the chairman of the meeting.  On a vote by
ballot, each ballot shall be signed by the Member voting, or by such Member's
proxy, if there be such a proxy, and shall state the number of votes
cast.

    


    SECTION 7.8  Action by Written
Consent.  Any action required or permitted to be taken at any annual
or special meeting of the Members may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the Members who hold of record the minimum
number of votes that would be necessary to authorize or to take such action at a
meeting at which all the Members entitled to vote thereon were present and voted
and shall be delivered to the Secretary 

     

    
      
        
        

      

      
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    or other
officer of the Company who shall have charge of its records.  Every consent
must be signed by the Member or its attorney-in-fact.

    


    SECTION 7.9  Action by Communication
Equipment.  The Members may participate in a meeting of Members by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear or otherwise
interactively communicate with each other, and such participation shall
constitute presence in person at such meeting.

    


    ARTICLE
VIII

    


    Board of Managers;
Managers

    


    SECTION 8.1  General Powers. 
(a) Subject to the rights expressly granted to the Members under the provisions
of this Agreement, the Board of Managers and the authorized officers of the
Company appointed by the Board of Managers shall have the exclusive authority
and responsibility to manage the business of the Company.  The Managers
shall be entitled to receive from the Company such information regarding the
Company’s operations as they may reasonably request, including (without
limitation) monthly, quarterly and annual financial statements, budgets and
lists of expenditures.

    


    (b)           The
members of the Board of Managers (the “Managers”) shall be
“managers” within the meaning of the LLCA.  Except as expressly set forth
in this Agreement to the contrary, the Board of Managers shall have power and
authority, on behalf of the Company, to take any and all lawful acts that the
Board of Managers considers necessary, advisable, or in the best interests of
the Company in connection with any business of the Company, including, without
limitation: (i) to authorize the purchase, lease or other acquisition, or the
sale, lease or other disposition, of any property or assets; (ii) to authorize
the opening, maintenance or closing of bank accounts, the drawing of checks or
other orders for the payment of moneys and the investing of funds of the
Company; (iii) to authorize the purchase of insurance on the business and assets
of the Company; (iv) to authorize the commencement of lawsuits and other
proceedings; (v) to authorize the Company to enter into any agreement,
instrument or other writing; (vi) to retain accountants, attorneys, consultants,
appraisers or other agents or advisors; (vii) to appoint and remove officers of
the Company; (viii) to issue Units and admit Members; and (viii) to approve the
incurrence of indebtedness by the Company, whether or not in the ordinary course
of business.  Notwithstanding the foregoing, the power and authority of the
Managers shall be subject to the limitations set forth in Sections 5.4 and
5.5

    


    SECTION 8.2  Binding
Authority.  Unless specifically authorized to do so by this
Agreement, no Member or other Person shall have any power or authority to bind
the Company, unless such Member or other Person has been authorized by the Board
of Managers to act on behalf of the Company.

     

    
      
        
        

      

      
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    SECTION 8.3  Number and Term of
Office.  The number of Managers constituting the Board of Managers
shall be three (3) and shall consist of the following: (a) two Managers
appointed by Bluefly, who shall initially be Melissa Payner and Bradford Matson;
and (b) one Manager appointed by A+D (the “A+D Designee”), who
shall initially be Alessandro Lanaro.  Notwithstanding the foregoing, a
Founding Member shall no longer be entitled to appoint a Manager at such time as
it (together with its Affiliates) no longer owns at least fifty percent (50%) of
the number of Units owned by it as of the date hereof, and any Manager
previously appointed by it may be removed, and/or any vacancy created by the
removal or resignation of such Manager may be filled by, a vote of Members
holding of record Units representing a majority of the votes entitled to be cast
at a meeting of Members.

    


    SECTION 8.4  Resignation, Removal and
Vacancies.

    


    (a)           Any
Manager may resign at any time by giving written notice of his or her
resignation to the Company.  Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become effective shall not
be specified therein, when accepted by action of the Board of Managers. 
Except as aforesaid, the acceptance of such resignation shall not be necessary
to make it effective.

    


    (b)           Except
as otherwise set forth in Section 8.3, a
Manager may be removed only by the Member(s) who appointed such Manager pursuant
to Section 8.3;
provided that a Manager who has been found by a court of competent jurisdiction
to have committed a fraud or felony may be removed by the other Managers;
provider further that the vacancy created by any such removal shall, except as
otherwise set forth in Section 8.3, be
filled by the Member(s) who appointed such Manager.

    


    (c)           Except
as otherwise set forth in Section 8.3, any
Manager that resigns or dies shall be replaced by any individual designated by
the Member(s) who appointed the resigning or deceased Manager.

    


    SECTION 8.5  Meetings.

    


    (a)           Regular
Meetings.  Regular meetings of the Board of Managers shall be held
at such times as the Board of Managers shall from time to time
determine.

    


    (b)           Special
Meetings.  Special meetings of the Board of Managers shall be held
whenever called by the Chairman, Chief Executive Officer, the President or any
Manager at the time in office.  Any and all business may be transacted at a
special meeting that may be transacted at a regular meeting of the Board of
Managers.

    


    (c)           Place of
Meeting.  The Board of Managers may hold its meetings at such place
or places as the Board of Managers may from time to time by resolution determine
or as shall be designated in the respective notices or waivers of notice
thereof.

     

    
      
        
        

      

      
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    (d)           Notice of
Meetings.  Notice of any special meeting of the Board of Managers
shall be mailed or sent by facsimile, email, registered or certified mail,
overnight delivery or other form of recorded communication or delivered via
messenger by the Company to each Manager, addressed to such Person at such
Person’s residence or usual place of business, so as to be received at least two
(2) Business Days before the day on which such meeting is to be held.  Such
notice shall include the time and place of such meeting.  However, notice
of any such meeting need not be given to any Manager if waived in writing or by
facsimile, email or other form of recorded communication, whether before or
after such meeting shall be held or if such Person shall be present at such
meeting.

    


    (e)           Quorum and Manner of
Acting.  Except as otherwise provided by law or this Agreement, at
least a majority of the total number of Managers shall be present at any meeting
of the Board of Managers in order to constitute a quorum for the transaction of
business at such meeting.  In the absence of a quorum for any such meeting,
a majority of the Managers present thereat may adjourn such meeting from time to
time until a quorum shall be present thereat.  Except as otherwise required
by law, all actions taken and decisions made by the Board of Managers shall
require the approval of a majority of the Managers.

    


    (f)           Action by Communication
Equipment.  The Managers may participate in a meeting of the Board
of Managers and members of a committee of the Board of Managers may participate
in a meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

    


    (g)           Action by
Consent.  Any action required or permitted to be taken by the
Managers or members of a committee of the Board of Managers, as the case may be,
may be taken without a meeting if all of the Managers or members of such
committee, as the case may be, consent thereto in writing and such writing is
filed with the minutes of the proceedings of the Board of Managers or of the
committee, as the case may be.

    


    (h)           Organization. 
At each meeting of the Board of Managers, in the absence of the Chairman, one of
the following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:  (i) the Chief Executive Officer; (ii)
President, and (iii) any Manager chosen by a majority of the Managers
present.  The Secretary or, in case of the Secretary’s absence, any person
whom the Chairman shall appoint, shall act as secretary of such meeting and keep
the minutes thereof.

    


    SECTION 8.6  Compensation;
Expenses.  (a) Managers, as such, shall not receive any stated
salary for their services, but by resolution of the Board of Managers may
receive a fixed sum for expenses incurred in performing the functions of
Manager, and such additional, reasonable compensation as the Board of Managers
may award from time to time.  Nothing 

     

    
      
        
        

      

      
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    herein
contained shall be construed so as to preclude any Manager from serving the
Company in any other capacity and receiving compensation therefor.

    


    (b)           The
Company shall (subject to the receipt of appropriate supporting documentation)
be responsible for paying directly out of Company funds, all ordinary and
necessary costs and expenses incurred in connection with the business of the
Company, including, without limitation, any such reasonable and customary
expenses incurred by the Managers in the performance of their duties, liability
and other insurance premiums, expenses in the preparation of reports to the
Members and legal, accounting and other professional fees and
expenses.

    


    SECTION 8.7  Duties of
Managers.  (a) Each Manager shall perform his or her duties as a
Manager in good faith and with that degree of care that an ordinarily prudent
person in a like position would use under similar circumstances.  In
performing his or her duties, each Manager shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by: (i) one or more
agents or employees of the Company; (ii) counsel, public accountants or other
persons as to matters that such Manager reasonably believes to be within such
person’s professional or expert competence; or (iii) any other Manager duly
designated in accordance with this Agreement, as to matters within his or her
designated authority, which the Manager believes to merit confidence, so long as
in so relying he or she shall be acting in good faith and with such degree of
care that an ordinarily prudent person in a like position would use under
similar circumstances.  The provisions of this Agreement, to the extent
they restrict the duties and liabilities of a Manager otherwise existing at law
or in equity, are agreed by the parties hereto to replace such other duties and
liabilities of such Manager.

    


    (b) To the fullest extent permitted by
applicable law, expenses (including reasonable legal fees) incurred by a Manager
in defending any claim, demand, action, suit or proceeding relating to his or
her duties as a Manager shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Manager to
repay such amount if it shall be determined by a court of competent jurisdiction
having final or unappealed dispositive authority over such matter that the
Manager is not entitled to be indemnified as authorized in Article
XV.

    


    SECTION 8.8  Committees.  (a)
The Board of Managers may in its discretion establish one or more committees to
consist of one or more Managers.  Each duly established committee shall
have the powers and perform such duties as may from time to time be assigned to
it by the Board of Managers and shall be subject to the limitations of this
Agreement and applicable law.

    


    (b)           Any
member of such a committee may be removed at any time with or without cause, by
the Board of Managers.

     

    
      
        
        

      

      
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    SECTION 8.9  Protective
Provisions.  Notwithstanding anything in this Agreement, for so long
as A+D is entitled to appoint the A+D Designee, the Company shall not take any
of the following actions without the unanimous approval of the Board of
Managers:

    


    (a)           Any
change to the Company’s primary line of business to something other than the
Business;

    


    (b)           (i)  Issue
Units (other than Class B Units) or Convertible Securities in one transaction or
any number of transactions to the extent that the number of Units so issued
(including Units issuable upon conversion, exchange or exercise of Convertible
Securities so issued) exceeds 900,000 Units unless Bluefly and A+D each is
offered an opportunity to purchase a pro rata portion (based on its Percentage
Interest) of such excess Units or Convertible Securities on the same terms or
(ii) issue in excess of a total of 1,500,000 Class B Common Units or Phantom
Units, or any combination of Class B Common Units and Phantom Units, provided
that the foregoing shall not apply to (x) the issuance of up to a total of
1,500,000 Class B Common Units or Phantom Units , or any combination of Class B
Common Units and Phantom Units, to employees, consultants, directors and
advisors of the Company and (y) any Units or Convertible Securities issued in
connection with an additional investment in the Company by Bluefly or any third
party, provided that A+D is offered an opportunity to purchase a pro rata
portion (based on its Percentage Interest) of such Units or Convertible
Securities on the same terms;

    


    (c)           Any
Sale of the Company Transaction, other than any Sale of the Company Transaction
that occurs after the four (4) year anniversary of the Effective Date in which
the total consideration received by the Company in connection therewith is
valued at an amount equal to or greater than the Call Option Valuation (valued
for such purpose as of the end of the last full fiscal year prior to the
proposed date of the consummation of the Sale of the Company
Transaction);

    


    (d)           Any
transaction between the Company and one of the Founding Members or any
Affiliates thereof, provided that the foregoing shall not apply to any services
provided pursuant to the Management Services Agreement or any additional debt or
equity investment in the Company by Bluefly, provided that A+D is offered an
opportunity to purchase a pro rata portion (based on their relative Percentage
Interests) of such investment on the same terms; or

    


    (d)           The
approval of any annual marketing budget pursuant to which the Company would be
projected to incur annual advertising expenses in excess of twenty percent (20%)
of its projected annual gross sales.

    


    ARTICLE
IX

     

    
      
        
        

      

      
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    Chairman and
Officers

    


    SECTION 9.1  Chairman.  The
Chairman shall be the Chairman of the Board of Managers and the Chairman shall
preside at all meetings of the Members and at all meetings of the Board of
Managers and shall perform such other duties and exercise such other powers as
may from time to time be prescribed by the Board of Managers.  At each
annual meeting of the Board of Managers at which a quorum is present, the
individual receiving the greatest number of votes shall be Chairman until his or
her successor is elected at the next annual Board of Managers meeting or until
his resignation or removal in accordance with Section 8.4 in which
event his or her replacement shall become Chairman for the remainder of his
term.  The initial Chairman shall be Melissa Payner.

    


    SECTION 9.2  Election, Appointment and
Term of Office.  The Board of Managers may appoint such officers as
it deems necessary, including, without limitation, a Chief Executive Officer,
President, Chief Financial Officer, Treasurer, Secretary and one or more Vice
Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant
Secretaries.  Each such officer shall have such authority and shall perform
such duties as may be provided herein or as the Board of Managers may
prescribe.  Any two (2) or more offices may be held by the same
person.  Each officer shall hold office until the next annual meeting of
the Board of Managers and until his successor is appointed or until his earlier
death, or his earlier resignation or removal in the manner hereinafter
provided.  Melissa Payner shall be the initial Chief Executive Officer and
President of the Company. Kara Jenny will be the initial Secretary and Treasurer
of the Company.

    


    SECTION 9.3  Resignation, Removal and
Vacancies.


    (a)           Any
officer may resign at any time by giving written notice to the Board of
Managers, and such resignation shall take effect at the time specified therein
or, if the time when it shall become effective shall not be specified therein,
when accepted by action of the Board of Managers.  Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it
effective.

    


    (b)           All
officers and agents elected or appointed by the Board of Managers shall be
subject to removal at any time by the Board of Managers, with or without
cause.

    


    (c)           A
vacancy in any office may be filled for the unexpired portion of the term in the
same manner as provided for election or appointment to such office.

    


    ARTICLE
X

    


    Documents;
Bank Accounts

    


    SECTION 10.1  Execution of
Documents.  To the extent not inconsistent with any 

     

    
      
        
        

      

      
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    other
provision contained herein, the Chief Executive Officer, President and any other
officer of the Company designated by the Board of Managers, or designated in
accordance with Company policy as approved by the Board of Managers, shall have
the power to execute and deliver deeds, leases, contracts, mortgages and other
grants of security interests, bonds, debentures, notes and other evidences of
indebtedness, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Company, and such power may be delegated
(including power to redelegate) by written instrument to other officers,
employees or agents of the Company.

    


    SECTION 10.2  Deposits.  All
funds of the Company not otherwise employed shall be deposited from time to time
to the credit of the Company or otherwise in accordance with Company policy as
determined by the proper officers of the Company and the Board of
Managers.

    


    SECTION 10.3  Proxies in Respect of Stock
or Other Securities of Other Companies.  The Chief Executive
Officer, President and any other officer of the Company designated by the Board
of Managers shall have the authority (a) to appoint from time to time an agent
or agents of the Company to exercise in the name and on behalf of the Company
the powers and rights that the Company may have as the holder of stock or other
securities in any other company, (b) to vote or consent in respect of such stock
or securities and (c) to execute or cause to be executed in the name and on
behalf of the Company such written proxies, consents, powers of attorney or
other instruments as he or she may deem necessary or appropriate in order that
the Company may exercise such powers and rights.  The Chief Executive
Officer, President or any such designated officer may instruct any Person or
Persons appointed as aforesaid as to the manner of exercising such power and
rights.

    


    ARTICLE
XI

    


    Books and Records; Right of
Inspection; Tax Matters

    


    SECTION 11.1  Books and
Records.  The Company will keep accurate books and records relating
to transactions with respect to the assets of the Company based on Book Values
using federal income tax accounting principles.  The Company will also keep
the following books and records at the Company’s principal
office:  (i) a current list of the full name and last known business,
residence or mailing address of each Member, (ii) a copy of the Certificate of
Formation and of this Agreement, (as well as any signed powers of attorney
pursuant to which any such document was executed); (iii) a copy of the Company’s
federal, state and local income tax returns and reports for all Fiscal Years;
and (iv) minutes, or minutes of action (or written consent without a meeting),
of every meeting of the Members or the Board of Managers or any committee
thereof.

    


    SECTION 11.2  Tax Returns. 
The Company, at its expense, will cause the preparation and timely filing
(including extensions) of all tax returns required to be filed by the


     

    
      
        
        

      

      
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    Company
pursuant to the Code as well as all other required state, local or foreign tax
returns in each jurisdiction in which the Company owns property or does
business.  Within sixty (60) days following the end of each Fiscal Year,
the Company will provide each Member with all necessary tax reporting
information, a copy of the Company's informational federal income tax return for
such Fiscal Year and such other information as is reasonably necessary to enable
the Members to comply with their tax reporting requirements.

    


    SECTION 11.3  Tax Elections. 
The Company shall make and revoke such tax elections as the Board of Managers
may from time to time determine.

    


    SECTION 11.4  Tax Matters
Partner.  (a) The Members by a majority vote of all votes of Members
permitted hereunder shall designate one Member to be the tax matters partner
(the “Tax Matters
Partner”) under Section 6231(a)(7) of the Code.  Until further
action by the Members, Bluefly is hereby designated as the Tax Matters
Partner.

    


    (b)           The
Tax Matters Partner will be responsible for notifying all Members of ongoing
proceedings, both administrative and judicial, and will represent the Company
throughout any such proceeding; provided that each Member shall be required to
notify the Tax Matters Partner promptly, in writing, of any such proceeding that
it becomes aware of.  Each Member agrees, and each holder of Units who is
not a Member shall be deemed by virtue of its ownership of Units to agree, that
it will furnish the Tax Matters Partner with such information as the Tax Matters
Partner may reasonably request in order to allow the Tax Matters Partner to
provide the Internal Revenue Service with sufficient information to allow proper
notice to the Members with respect to any such proceedings.

    


    (c)           If
an administrative proceeding with respect to a partnership item under the Code
has begun, and the Tax Matters Partner so requests, each Member agrees, and each
holder of Units who is not a Member shall be deemed by virtue of its ownership
of Units to agree, that it will notify the Tax Matters Partner of its treatment
of any partnership item on its federal income tax return, if any, that is
inconsistent with the treatment of that item on the partnership return for the
Company.  Any settlement agreement with the Internal Revenue Service will
be binding upon the holder of Units only as provided in the Code.  The Tax
Matters Partner will not bind any other holder of Units to any extension of the
statute of limitations or to a settlement agreement without such holder's
written consent.  Any holder of Units who enters into a settlement
agreement with respect to any partnership item will notify the other holders of
Units of such settlement agreement and its terms within thirty (30) days from
the date of settlement.

    


    (d)           If
the Tax Matters Partner does not file a petition for readjustment of partnership
items in the Tax Court, federal District Court or Claims Court within the ninety
(90) day period following a notice of a final partnership administrative
adjustment, any notice partner and 5-percent group (as such terms are defined in
the Code) may institute such action within the following sixty (60) days. 
The Tax Matters Partner will timely notify the other Members in 

     

    
      
        
        

      

      
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    writing
of its decision.  Any notice partner and 5-percent group will notify any
other Member of its filing of any petition for readjustment.

    


    (e)           The
Tax Matters Partner shall be indemnified for all actions taken in such capacity
in accordance with the terms of Article
XV.

    


    SECTION 11.5  No Partnership. 
The classification of the Company as a partnership will apply only for federal
(and, as appropriate, state and local) income tax purposes.  This
characterization, solely for income tax purposes, does not create or imply a
general partnership among the Members for state law or any other purpose. 
Instead, the Members acknowledge the status of the Company as a limited
liability company formed under the LLCA.

    


    SECTION 11.6  Title to Company
Assets.  Title to, and all right and interest in, the Company's
assets shall be acquired in the name of and held by the Company, or, if acquired
in any other name, be held for the benefit of the Company.

    


    ARTICLE
XII

    


    Capital
Accounts

    


    SECTION 12.1  Maintenance. 
Each Member agrees that a single capital account (each a “Capital Account”)
will be established and maintained for each Member and will be credited, charged
and otherwise adjusted as provided in this Article XII and as
required by the Regulations promulgated under Section 704(b) of the Code (the
“Section 704(b)
Regulations”).  The Capital Account of each Member will
be:

    


    (a)           credited
with (i) each Capital Contribution made by such Member, (ii) such Member’s
allocable share of Net Profits and other items of income and gain of the
Company, including items of income and gain exempt from tax and (iii) all other
items properly charged to the Capital Account of such Member as required by the
Section 704(b) Regulations; and

    


    (b)           charged
with (i) each Distribution made to such Member by the Company, (ii) such
Member’s allocable share of Net Losses and other items of loss and deduction of
the Company and (iii) all other items properly charged to the Capital Account of
such Member as required by the Section 704(b) Regulations.

    


    SECTION 12.2  Adjustments. 
The Members intend to comply with the Section 704(b) Regulations in all
respects, and to adjust their Capital Accounts to the full extent that the
Section 704(b) Regulations may apply (including, without limitation, applying
the concepts of the minimum gain chargebacks and qualified income
offsets).  To this end, each Member agrees to make any Capital Account
adjustment that is necessary or appropriate to maintain equality 

     

    
      
        
        

      

      
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    between
the aggregate Capital Accounts of the Members and the amount of capital of the
Company reflected on its balance sheet (as computed for book purposes), as long
as such adjustments are consistent with the underlying economic arrangement of
the Members and are based, wherever practicable, on and consistent with federal
tax accounting principles.

    


    SECTION 12.3  Market Value
Adjustments.  Each Member agrees to make appropriate adjustments to
the Capital Account of such Member upon any Transfer of Units, including those
that apply upon the constructive liquidation of the Company under Section
708(b)(1) of the Code or the liquidation of a Member’s Units, all in accordance
with the Section 704(b) Regulations.

    


    SECTION 12.4  Transfer.  Each
Member agrees that, if all or any part of its Units are transferred in
accordance with this Agreement, except to the extent otherwise provided in the
Section 704(b) Regulations, upon admission of the transferee as a Member, the
Capital Account of the transferor that is attributable to the transferred Units
will carry over to the transferee.

    


    ARTICLE
XIII

    


    Allocation of Income, Gain,
Loss and Deduction

    


    SECTION 13.1  Determination. 
Each Member agrees that for each Fiscal Year, Net Profits and Net Losses,
including items of income, gain, loss and deduction of the Company, will be
determined based upon Book Values in accordance with federal income tax
accounting principles consistently applied (including the Section 704(b)
Regulations).

    


    SECTION 13.2  Allocation of Net Profits
and Net Losses.

    


    (a) Subject to Section 5.1(c), the
Net Profits of the Company for each Fiscal Year shall, unless otherwise
determined by the Board pursuant to any Preferred Unit Designation, be
allocated:

    


    (i)
first, to the Members who have negative balances in their Adjusted Capital
Accounts (a “Negative
Balance”), in proportion to such Negative Balances, until such balances
equal zero;

    


    (ii) next, pro rata among the Members
in accordance with any Net Losses allocated to such Members pursuant to Section 13.2(b),
until the aggregate amount of Net Profits allocated to each such Member pursuant
to this Section
13.2(a)(ii) equals the aggregate amount of Net Losses allocated to each
such Member for all prior Fiscal Years pursuant to Section 13.2(b);
and

    


    (iii) thereafter, to all Members, pro
rata, in proportion to the Members’ holdings of Units for such Fiscal
Year.

     

    
      
        
        

      

      
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    (b) The Net Losses of the Company for
each Fiscal Year shall, unless otherwise determined by the Board pursuant to any
Preferred Unit Designation, be allocated:

    


    (i)  first, to the Members,
if any, having positive balances in their Adjusted Capital Accounts, in
proportion to such positive balances, until such balances have been reduced to
zero; and

    


    (ii)  thereafter to all
Members, pro rata, in proportion to the Members’ holdings of Units for such
Fiscal Year.

    


    SECTION 13.3  Allocations Upon
Liquidation.  Notwithstanding Section 13.2 but subject to
Section 5.1(c),
the Company’s items of income, gain, loss and deduction realized on or after a
Liquidation shall, unless otherwise determined by the Board pursuant to any
Preferred Unit Designation, be allocated as follows:

    


    (a)           If
gain is realized upon Liquidation, the gain shall be allocated among the Members
in the following manner (and the Capital Accounts of the Member shall be
increased by the amount so allocated in each of the following subclauses, in the
order listed, before an allocation is made pursuant to the next succeeding
subclause):

    


    (i)           first,
to the Members who have a Negative Balance, in proportion to such Negative
Balances, until such balances equal zero;

    


    (ii)          next,
pro rata among the Members in accordance with any Net Losses allocated pursuant
to Section
13.2(b), until the aggregate amount of Net Profits allocated to each such
Member pursuant to Section 13.2(a)(ii),
plus the aggregate amount of gain allocated to each such Member pursuant to this
Section
13.3(a)(ii), equals the aggregate amount of Net Losses allocated to each
such Member for all prior Fiscal Years pursuant to Section 13.2(b);
and

    


    (iii)  thereafter, to all
Members, pro rata, in proportion to the Members' holdings of Units for such
Fiscal Year.

    


    (b)           If
a loss is realized upon Liquidation, the loss shall, unless otherwise determined
by the Board pursuant to any Preferred Unit Designation, be allocated among the
Members, pro rata, in proportion to the Members’ holdings of Units for such
Fiscal Year.

    


    SECTION 13.4  Allocation in the Event of
Property Distribution.  In the event that property other than cash
is distributed to any Member, such property shall be deemed sold at
its Fair Market Value immediately prior to its Distribution, and any gain or
loss resulting from such deemed sale shall be allocated among the Members in
accordance with Section
13.2.


    
      
         


      

      
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    SECTION 13.5  Special
Rules.  Notwithstanding the general allocation rules set forth
in Sections 13.2 and
13.3 or the allocation rules set forth in Section 13.4, the
following special allocation rules shall apply under the circumstances
described.

    


    (a) Deficit Capital Account and
Nonrecourse Debt Rules.

    


    (i)           Limitation on Loss
Allocations.  The Net Losses allocated to any Member pursuant
to Section 13.2
with respect to any Fiscal Year shall not exceed the maximum amount of Net
Losses that can be so allocated without causing such Member to have a deficit in
its Adjusted Capital Account at the end of such Fiscal Year.  All Net
Losses in excess of the limitation set forth in the preceding sentence of this
Section
13.5(a)(i) shall be allocated (1) first, to the maximum extent permitted
by the Code and the Regulations, pro rata among the Members having positive
balances in their Adjusted Capital Accounts (after giving effect to the
allocations required by Section 13.2) in the
ratio obtained by dividing (x) each such Member’s Capital Account balance by (y)
the sum of all such Members’ Capital Account balances and (2) second, any
remaining amount to the Members in the manner required by the Code and the
Regulations.

    


    (ii)          Qualified Income
Offset.  If in any Fiscal Year a Member unexpectedly receives
an adjustment, allocation or distribution described in sections
1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such adjustment,
allocation or distribution causes or increases a deficit in the Adjusted Capital
Account for such Member, then, before any other allocations are made under this
Agreement or otherwise, such Member shall be allocated items of income and gain
(consisting of a pro rata portion of each item of income, including gross income
and gain) in an amount and manner sufficient to eliminate such deficit in the
Adjusted Capital Account as quickly as possible.

    


    (iii) Company Minimum Gain
Chargeback.  If there is a net decrease in Company Minimum Gain
during any Fiscal Year, each Member shall be allocated items of income and gain
for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in
proportion to, and to the extent of, an amount equal to the portion of such
Member’s share of the net decrease in Company Minimum Gain during such Fiscal
Year, subject to the exceptions set forth in sections 1.704-2(f)(2), (3) and (5)
of the Regulations; provided that, if the Company has any discretion as to an
exception set forth in section 1.704-2(f)(5), the Tax Matters Partner (with the
consent of the other Members) shall exercise such discretion on behalf of the
Company.  The Tax Matters Partner shall, if the application of this
Section
13.5(a)(iii) would cause a distortion in the economic arrangement among
the Members, ask the Commissioner of the Internal Revenue Service to waive the
Company Minimum Gain chargeback requirements pursuant to section 1.704-2(f)(4)
of the Regulations.  To the extent that this Section is inconsistent
with section 1.704-2(f) or 1.704-2(k) of the Regulations or incomplete with
respect to such sections of the Regulations, the Company Minimum Gain chargeback
provided for herein shall be applied and interpreted in accordance with such
sections of the Regulations.

     

    (iv)         Member Minimum Gain
Chargeback.  If there is a net decrease in

     

    
      
        
        

      

      
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    Member
Minimum Gain during any Fiscal Year, each Member shall be allocated items of
income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal
Years) in proportion to, and to the extent of, an amount equal to such Member's
share of the net decrease in Member Minimum Gain during such Fiscal Year,
subject to the exceptions set forth in sections 1.704-2(f)(2), (3), and (5) of
the Regulations as referenced by section 1.704-2(i)(4) of the
Regulations.  The Tax Matters Partner shall, if the application of
this Section
13.5(a)(iv) would cause a distortion in the economic arrangement among
the Members, ask the Commissioner of the Internal Revenue Service to waive the
Member Minimum Gain chargeback requirement pursuant to section 1.704-2(i)(4) of
the Regulations.  To the extent that this Section 13.5(a)(iv)
is inconsistent with sections 1.704-2(i)(4) or 1.704-2(k) of the Regulations or
incomplete with respect to such sections of the Regulations, the Member Minimum
Gain chargeback provided for herein shall be applied and interpreted in
accordance with such sections of the Regulations.

    


    (v)  Member Nonrecourse
Deductions.  Member Nonrecourse Deductions shall be allocated
among the Members in accordance with the ratios in which the Members share the
economic risk of loss for the Member Nonrecourse Debt that gave rise to those
deductions as determined under section 1.752-2 of the
Regulations.  This allocation is intended to comply with the
requirements of section 1.704-2(i) of the Regulations and shall be interpreted
and applied consistent therewith.

    


    (vi)         Limited Effect and
Interpretation.  The special rules set forth in Sections 13.5(a)(i), (ii),
(iii), (iv) and (v) (the “Regulatory
Allocations”) shall be applied only to the extent required by applicable
Regulations for the resulting allocations provided for in this Section 13.5, taking
into account such Regulatory Allocations, to be respected for federal income tax
purposes.  The Regulatory Allocations are intended to comply with the
requirements of sections 1.704-1(b), 1.704-2 and 1.752-1 through 1.752-5 of the
Regulations and shall be interpreted and applied consistently
therewith.

    


    (vii) Curative
Allocations.  The Regulatory Allocations may not be consistent
with the manner in which the Members intend to divide the Net Profits, Net
Losses and similar items.  Accordingly, Net Profits, Net Losses and
other items will be reallocated among the Members in a manner consistent with
section 1.704-1(b) and 1.704-2 of the Regulations so as to negate as rapidly as
possible any deviation from the manner in which Net Profits, Net Losses and
other items are intended to be allocated among the Members pursuant to Section 13.2 that is
caused by the Regulatory Allocations to the extent not inconsistent
therewith.

    


    (viii) Change in
Regulations.  If the Regulations incorporating the Regulatory
Allocations are hereafter changed or if new Regulations are hereafter adopted,
and such changed or new Regulations make it necessary to revise the Regulatory
Allocations or provide further special allocation rules in order to avoid a
significant risk that a material portion of any allocation set forth in this
Article XIII
would not be respected for federal income tax

     

    
      
        
        

      

      
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    purposes,
the Members shall make such reasonable amendments to this Agreement as are
necessary or desirable, taking into account the interests of the Members as a
whole and all other relevant factors, to avoid or reduce significantly such risk
to the extent possible without materially changing the amounts allocable and
distributable to any Member pursuant to this Agreement.

     

    (b)  Change in Member's
Interests.  If there is a change in any Member’s share of the
Net Profits, Net Losses or other items of the Company during any Fiscal Year,
allocations among the Members shall be made in accordance with their interests
in the Company from time to time during such Fiscal Year in accordance with
section 706 of the Code, using the closing-of-the-books method, except that
Depreciation, amortization and similar items shall be deemed to accrue ratably
on a daily basis over the entire Fiscal Year during which the corresponding
asset is owned by the Company if such asset is placed in service prior to or
during the Fiscal Year.

    


    SECTION 13.6  Tax
Allocations.

    


    (a)          In
General.  Except as set forth in Section 13.5,
allocations for tax purposes of items of income, gain, loss and deduction, and
credits and basis therefor, shall be made in the same manner as allocations for
book purposes as set forth in Section
13.2.  Allocations pursuant to this Section 13.6 are
solely for purposes of federal, state and local income taxes and shall not
affect, or in any way be taken into account in computing, any Member’s Capital
Account or share of Net Profits, Net Losses, other items or distributions
pursuant to any provision of this Agreement.

    


    (b)          Special
Rules.

    


    (i)           Elimination of Book/Tax
Disparities.  In determining a Member’s allocable share of the
Company’s taxable income, the Member’s allocable share of each item of Net
Profits and Net Losses shall be properly adjusted to reflect the difference
between such Member’s share of the adjusted tax basis and the Book Value of the
Company’s assets used in determining such item.  With respect to
depreciation, in determining the taxable income allocable to such Member, Net
Profits and Net Losses allocable to such Member shall be adjusted by eliminating
Depreciation allocable to such Member and substituting therefor tax depreciation
allocable to such Member determined by reference to such Member’s share of the
tax basis of the Company’s assets. This provision is intended to comply with the
requirements of section 704(c) of the Code and section 1.704-1(b)(2)(iv)(f) of
the Regulations and shall be interpreted and applied consistently
therewith.

    


    (ii)  Allocation of Items Among
Members.  Except as otherwise provided in Section 13.5(a), each
item of income, gain, loss and deduction and all other items governed by section
702(a) of the Code shall be allocated among the Members in proportion to the
allocation of Net Profits and Net Losses set forth in Section 13.2,
provided that any gain recognized from

     

    
      
        
        

      

      
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    any
disposition of a Company asset that is treated as ordinary income because it is
attributable to the recapture of any depreciation or amortization shall be
allocated among the Members in the same ratio as the prior allocations of Net
Profits, Net Losses or other items that included such depreciation or
amortization, but not in excess of the gain otherwise allocable to each
Member.

     

    (iii)  Tax
Credits.  All
foreign tax credits of the Company for a fiscal year (or portion thereof, if
appropriate) shall be allocated among the Members in the same proportion as the
net income and gains of the Company that were subject to the foreign taxes that
gave rise to such credits. All other items of federal income tax credit and
items of tax credit recapture shall be allocated among the Members in accordance
with the Members' Interests in the Company as of the time the tax credit or
credit recapture arises, as provided in Section 1.704-1(b)(4)(ii) of the
Regulations.

    


    (c)          Conformity of
Reporting.  The Members are aware of the income tax
consequences of the allocations made by this Section 13.6 and
hereby agree to be bound by the provisions of this Section 13.6 in
reporting their share of the Company’s profits, gains, income, losses,
deductions, credits and other items for income tax purposes.

    


    ARTICLE
XIV

    


    Distributions

    


    SECTION 14.1  Distributions.  (a)  Except
as otherwise provided in this Agreement, the Board of Managers may distribute
Available Cash to the Members.  Any such Available Cash shall, subject
to Section
5.1(c) and unless otherwise determined by the Board pursuant to any
Preferred Unit Designation, be distributed in the following order and
priority:

    


    (i)  first,
to all Members holding Class A Common Units, pro rata, in accordance with the
number of Units registered in each such Member’s name on the Company's books on
the date chosen by the Board of Managers, until each such Member has received a
cumulative amount under this Section 14.1(a)(i)
equal to its Capital Contribution; and

    


    (ii)  thereafter,
to all Members, pro rata, in accordance with the number of Units registered in
each Member’s name on the Company's books on the date chosen by the Board of
Managers.

    


    (b)  For
the purpose of determining the Members entitled to receive payment of any
Distribution, the resolution declaring a Distribution as adopted by the Board of
Managers shall declare a record date for purposes of the Distribution, which
date shall be no earlier than the effective date of such
resolution.


    
      
         


      

      
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    SECTION 14.2  Withholding.

    


    (a) If required by the Code or by State
or local law, the Company will withhold any required amount from Distributions
to a Member for payment to the appropriate taxing authority.  Any
amount so withheld from a Member will be treated as a Distribution by the
Company to such Member.  Each Member agrees to timely file any
document that is required by any taxing authority in order to avoid or reduce
any withholding obligation that would otherwise be imposed on the
Company.

    


    (b) To the extent any amount is
required to be withheld with respect to a Member and paid over to an appropriate
taxing authority which amount is in excess of the amounts distributed to such
Member in respect of such withholding, the amounts paid to the taxing authority
in respect of such withholding shall be treated as a Distribution to such Member
and a corresponding Distribution shall be made to each other Member in
proportion to the number of Units registered on the Company’s books in such
Member's name.  To the extent that cash is not available to make any
of the Distributions required under this Section 14.2(b), such
Distribution shall be delayed and paid out of the next Available
Cash.

    


    SECTION 14.3  Offset.  The
Company may offset all amounts owing to the Company by a holder of Units against
any Distribution to be made to such holder.

    


    SECTION 14.4  Tax
Distributions.  Notwithstanding Section 14.1, within
five (5) Business Days before the due date of each corporate quarterly federal
estimated tax payment for any Fiscal Year and on March 1 of the following Fiscal
Year (or the next Business Day thereafter), the Company shall distribute to each
Member an amount in cash of Available Cash, if any, equal to the excess of (x)
such Member’s share of Net Profits (which (A) for any distribution with respect
to the first three quarterly federal estimated tax payments shall be calculated
through the end of the month immediately preceding the month of such estimated
tax payment due date and (B) for any distribution with respect to the fourth
quarterly estimated tax payment shall include an estimate of Net Profits to be
earned through the end of such Fiscal Year) for such (or in the case of any
distribution scheduled to be made on March 1 (or the next Business Day
thereafter), with respect to the preceding) Fiscal Year multiplied by the
Combined Marginal Rate over (y) the sum of the Distributions to such Member for
such (or in the case of any distribution scheduled to be made on March 1 (or the
next Business Day thereafter), the preceding) Fiscal Year.  Any
Distribution to a Member pursuant to this Section 14.4 shall be
taken into account in determining Distributions to Members pursuant to Section 14.1 such
that, if possible, the economic consequences to the Members of Distributions
pursuant to this Article XIV would be
unaffected by the application of this Section
14.4.

     

    ARTICLE
XV

     

    
      
        
        

      

      
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    Indemnification

    


    SECTION 15.1  Indemnification.  Each
Manager and officer (each, an “Indemnified Party”)
shall, in accordance with this Article XV, be
indemnified and held harmless by the Company to the fullest extent permitted by
then-current law from and against any and all losses, claims, damages,
liabilities, expenses (including legal and other professional fees and
disbursements), judgments, fines, settlements, and other amounts (collectively,
the “Indemnification
Obligations”) arising from any and all claims, demands, actions, suits or
proceedings (civil, criminal, administrative or investigative), actual or
threatened, in which such Indemnified Party may be involved, as a party or
otherwise, by reason of such Indemnified Party’s service to, or on behalf of, or
management of the affairs of, the Company, or rendering of advice or
consultation with respect thereto, or which relate to the Company, its
properties, business or affairs, whether or not the Indemnified Party continues
to be a Manager or officer at the time any such Indemnification Obligation is
paid or incurred.  The Company shall also indemnify and hold harmless
any Indemnified Party from and against any Indemnification Obligation suffered
or sustained by such Indemnified Party by reason of any action or inaction of
any employee, broker or other agent of such Indemnified Party, provided, that
such employee, broker or agent was selected, engaged or retained by such
Indemnified Party with reasonable care.  The termination of a
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that such Indemnification
Obligation resulted from the gross negligence, willful misconduct or bad faith
of such Indemnified Party.  Expenses (including legal and other
professional fees and disbursements) incurred in any proceeding will be paid by
the Company, as incurred, in advance of the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of such Indemnified Party to
repay such amount if it shall ultimately be determined that such Indemnified
Party is not entitled to be indemnified by the Company as authorized
hereunder.

    


    SECTION 15.2  Indemnification Not
Exclusive.  The indemnification provided by this Article XV shall not
be deemed to be exclusive of any other rights to which each Indemnified Party
may be entitled under any agreement, or as a matter of law, or otherwise, both
as to action in such Indemnified Party’s official capacity and to action in
another capacity, and shall continue as to such Indemnified Party who has ceased
to have an official capacity for acts or omissions during such official capacity
or otherwise when acting at the request of the Board of Managers, or any Person
granted authority thereby, and shall inure to the benefit of the heirs,
successors and administrators of such Indemnified Party.

    


    SECTION 15.3  Insurance on Behalf of
Indemnified Party. The Board of Managers shall have the power but not the
obligation to purchase and maintain insurance on behalf of each Indemnified
Party, at the expense of the Company, against any liability that may be asserted
against or incurred by him or her in any such capacity, whether or not the
Company would have the power to indemnify the Indemnified Parties against such
liability under the provisions of this Agreement.

     

    
      
         


      

      
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    SECTION 15.4  Indemnification Limited by
Law.  Notwithstanding any of the foregoing to the contrary, the
provisions of this Article XV shall not
be construed so as to provide for the indemnification of an Indemnified Party
for any liability to the extent (but only to the extent) that such
indemnification would be in violation of applicable law or that such liability
may not be waived, modified or limited under applicable law, but shall be
construed as to effectuate the provisions of this Article XV to the
fullest extent permitted by law.

    


    SECTION 15.5  Repeal or Modification;
Indemnified Parties as Third Party Beneficiaries.  No repeal or
modification of this Article XV shall
adversely affect any right of an Indemnified Party existing hereunder at the
time of such repeal or modification.  Notwithstanding Section 21.19, each
Indemnified Party shall be deemed a third party beneficiary of the provisions of
this Article
XV.

    


    ARTICLE
XVI

    


    Accounting
Provisions

    


    SECTION 16.1  Fiscal
Year.  For income tax and financial accounting purposes, the
Fiscal Year of the Company will end on December 31 of each year (unless
otherwise required by the Code).

    


    SECTION 16.2  Accounting
Method.  For income tax and financial accounting purposes, the
Company will use the accrual method of accounting.

     

    ARTICLE
XVII

    


    Dissolution

    


    SECTION 17.1  Dissolution.  Dissolution
of the Company will occur upon the happening of any of the following events: (i)
the affirmative vote of (A) a Member or Members holding of record at least a
majority of the votes of Members permitted hereunder and (B) for so long as any
Founding Member, along with its Affiliates, continues to hold at least fifty
percent (50%) of the Units held by it as of the date hereof, the affirmative
vote of such Founding Member; (ii) upon the sale of all or substantially all of
the Company’s assets; or (iii) the conversion of the Company into a corporation
or other Person.


    
      
         


      

      
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    ARTICLE
XVIII

    


    Liquidation

    


    SECTION 18.1  Liquidation.  Upon
Dissolution of the Company, the Company will immediately proceed to wind up its
affairs and liquidate.  The Liquidation of the Company will be
accomplished in a businesslike manner by such Person or Persons designated by
the Board of Managers, which Person(s) shall be entitled to reasonable
compensation therefore as determined by the Board of Managers.  A
reasonable time will be allowed for the orderly Liquidation of the Company and
the discharge of liabilities to creditors so as to enable the Company to
minimize any losses attendant upon Liquidation.  Any gain or loss on
disposition of any Company assets in Liquidation will be allocated among the
Members and credited or charged to Capital Accounts in accordance with the
provisions of this Agreement.  Until the filing of the Certificate of
Cancellation under Section 18.6 and
without affecting the liability of Members and without imposing liability on the
liquidating trustee, the Person or Persons conducting the liquidation may settle
and close the Company's business, prosecute and defend suits, dispose of its
property, discharge or make provision for its liabilities, and make
Distributions in accordance with the priorities set forth in Section
18.3.

    


    SECTION 18.2  Tax
Termination.  In addition to termination of the Company
following its Dissolution, a termination of the Company will occur for federal
income tax purposes on the date the Company is terminated under Section
708(b)(1) of the Code.  Under current law, events causing such a
termination include the sale or exchange of fifty percent (50%) or more of the
total interest in the capital and profits of the Company within a 12-month
period.  Upon the occurrence of a termination under Section 708(b)(1)
of the Code, a constructive liquidation and constructive reformation of the
Company as a tax partnership will be deemed to occur for federal income tax
purposes.  All adjustments and computations will be made under this
Agreement as if the constructive transactions had actually occurred, and the
Capital Accounts of the Members in such new tax partnership will be determined
and maintained in accordance with the Section 704(b) Regulations.

    


    SECTION 18.3  Priority of
Payment.  Except as otherwise set forth in a Preferred Unit
Designation, the assets of the Company will be distributed in Liquidation in the
following order:

    


    (a)           To
creditors, including Members who are creditors, by the payment or provision for
payment of the debts and liabilities of the Company and the expenses of
Liquidation;

    


    (b)           To
the setting up of any reserves that are reasonably necessary for any contingent
or unforeseen liabilities or obligations of the Company; and


    
      
         


      

      
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    (c)           To
the Members, as a Distribution, in proportion to their Capital Accounts (after
adjustment in accordance with Section 13.3
hereof).

    


    SECTION 18.4  Timing.  Final
Distributions in Liquidation (except in the case of a constructive Liquidation
under Section
18.2) will be made by the end of the Company's Fiscal Year in which such
actual Liquidation occurs (or, if later, within ninety (90) days after such
event) in the manner required to comply with the Section 704(b)
Regulations.  Payments of Distributions in Liquidation may be made to
a liquidating trust established by the Company for the benefit of those entitled
to payments under Section 18.3 in any
manner consistent with this Agreement and the Section 704(b)
Regulations.

    


    SECTION 18.5  Liquidating
Reports.  A report will be submitted with each liquidating
Distribution to the Members, showing the collections, disbursements and
Distributions during the period which is subsequent to any previous
report.  A final report, showing cumulative collections, disbursements
and Distributions, will be submitted upon completion of the liquidation
process.

    


    SECTION 18.6  Certificate of
Cancellation.  Within ninety (90) days following the
Dissolution of the Company and the commencement of winding up of its business,
or at any other time there are no Members, the Company will file a Certificate
of Cancellation (to cancel the Certificate of Formation) with the Secretary of
State of the State of Delaware pursuant to the LLCA. At such time, the Company
will also file an application for withdrawal of its certificate of authority in
any jurisdiction where it is then qualified to do business.

    


    ARTICLE
XIX

    


    Transfer
Restrictions

    


    SECTION 19.1  Restrictions on Transfer of
Units.  No Person shall directly or indirectly Transfer any
Unit or any interest therein except as may be expressly permitted by this
Agreement.

    


    (a)          Subject
to the limitations set forth in Section 19.1(b), any
Member may Transfer any unit or any interest therein: (i) by any Member that is
a natural person: (A) to any member of his/her immediate family, (B) to a trust
for the benefit of such Member’s immediate family, (C) to an entity that is
wholly-owned by such Founding Member and/or members of his/her family, (D) in
connection with a will or the laws of descent or (E) pursuant to a Transfer
approved by the Board of Managers;  (ii) by any Member that is a
corporation, limited liability company, limited partnership or similar
entity:  (A) to any Affiliate or (B) pursuant to a Transfer approved
by the Board of Managers; and (iii) by any Member that is a trust, to one or
more beneficiaries of such trust (a transfer of the type referred to in clauses (i) through
(iii) above hereinafter referred to as a “Permitted
Transfer”).


    
      
         


      

      
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    (b)         Notwithstanding
anything else to the contrary contained in this Agreement, no Unit or any
interest therein may be Transferred: (i) to a Competitor of the Company without
the prior approval of the Board of Managers; or (ii) to a transferee who is not
already a Member unless the transferee executes and delivers to the Board of
Managers an instrument pursuant to which it agrees to be bound by the terms of
this Agreement.  In addition, no Unvested Class B Common Unit may be
Transferred without the approval of the Board of Managers.  No
Transfer of a Unit, or Transfer of an indirect interest in the Company, or any
portion of either thereof, shall be made if such Transfer, or the transferee’s,
as the case may be, ownership of such Unit or indirect interest in the Company,
would:

    


    (i)                 result
by itself, or in combination with any other previous Transfers, in the
termination of the Company as a partnership for federal income tax
purposes;

    


    (ii)                result
in the violation of the Securities Act or any other applicable federal or state
laws;

    


    (iii)              be
a violation of or a default (or an event that, with notice or the lapse of time
or both, would constitute a default) under, or result in an acceleration of any
indebtedness under, any note, mortgage, loan agreement or similar instrument or
document to which the Company is a party;

    


    (iv)              result
in or create a “prohibited transaction” or cause the Company or a Member to be
or become a “party in interest,” as such terms are defined in section 3(3) of
ERISA, or a “disqualified person,” as defined in section 4975 of the Code, with
respect to any “plan,” as defined in section 3(14) of ERISA and/or section 4975
of the Code; or result in or cause the Company or any Member to be liable for
tax under Chapter 42 of the Code;

    


    (v)               be
a Transfer to an individual who is not legally competent or who has not achieved
his or her majority under the law of the state (excluding trusts for the benefit
of minors);

    (vi)              cause
the Company or any Member (other than the transferee) to be subject to any
excise tax pursuant to Chapter 42A of Subtitle D of the Code; or

    


    (vii)             be
a Transfer to a "tax-exempt entity" or a "tax-exempt controlled entity" within
the meaning of sections 168(h)(2) and 168(h)(6)(F)(ii), respectively, of the
Code.

    


    The
Company shall not transfer on its books any Unit or issue any certificate or
other document representing a Unit or any interest in the Company unless there
has been compliance with all of the material conditions hereof affecting the
Units and any such attempted Transfer in violation of this Agreement shall be
void and of no effect.

     

    
      
         


      

      
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    SECTION 19.2  First Refusal Rights; Right
of Co-Sale.  (a) Except for a Permitted Transfer, if any holder
of Units shall receive a bona fide offer that such Member intends to pursue (the
“Offer”) for
the sale of one or more of the Units held of record by such holder to another
party (the “Outside
Party”), such holder (the “Offering Member”)
shall have the Offer reduced to writing and shall give notice (the “Option Notice”) to
the Company, containing the name and address of the Outside Party and
accompanied by a copy of the Offer.  The Units subject to the Offer
are referred to herein as the “Offered
Units.”

    


    (b)          Upon
the giving of the Option Notice, the Company, to the extent permitted by law,
shall have the right, but not the obligation (the “Company Right”), to
purchase, at the pro rata price, on the terms and subject to the conditions
specified in the Offer, all (but not less than all) of the Offered Units covered
by the Option Notice.  Within thirty (30) days after the date of the
Option Notice, the Company shall notify the Offering Member (the “Company Notice”)
whether it intends to exercise the Company Right.  Failure to deliver
the Company Notice within such period shall constitute a waiver of the Company
Right.  The Company may assign the Company Right, in whole or in part,
to one or more third parties or Members.

    


    (c)           The
Offering Member shall have the obligation to sell to the Company or its assignee
the Offered Units in the event that the Company Right is
exercised.  If the Company Rights is not exercised, the Offering
Member may sell the Offered Units to the Outside Party on terms not more
favorable to such Outside Party than those contained in the Offer.  In
the event that such terms are more favorable or if such sale to the Outside
Party is not consummated within the time period specified herein, the Offered
Units shall again be subject to the restrictions contained in this
Agreement.

    


    (d)           The
closing for any purchase of Offered Units by the Company pursuant to this Section 19.2 shall be
held at 10:00 a.m.
(local time) at the offices of the Company on the fortieth (40th) day after the
date of the Option Notice or at such other time and place as the parties shall
agree.  At the closing, the Company and/or its assignee, as the case
may be, shall pay for the Offered Units in accordance with the terms of the
Offer.  The Offering Member shall deliver certificates representing
the Units being Transferred, free and clear of all liens, charges and
encumbrances and properly endorsed for Transfer.  Upon the closing of
any purchase of any Units by the Company, such Units purchased by the Company
shall be retired and all voting and other rights attached thereto shall be
cancelled.

    


    (e)           In
the event that the Company does not exercise the Company Right, the Offering
Member shall deliver, promptly upon expiration of the Company Notice, a written
notice to each other Member (the “Co-Sale Notice”)
reiterating the information included in the Company Notice.

     

    (f)           Each
other Member shall have the right (the “Co-Sale Right”),
exercisable upon written notice to the Offering Member and the Company within
twenty (20) days after

     

    
      
        
        

      

      
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    receipt
of the Co-Sale Notice, to participate in the sale of the Offered Units on the
same terms and conditions as those set forth in the Co-Sale
Notice.  Each Member may sell all or any part of a number of Units
equal to the product obtained by multiplying (A) the aggregate number of Units
covered by the Co-Sale Notice by (B) such Member’s Percentage
Interest.  To the extent one or more of the Members exercises such
right of participation, the number of Units that the Offering Member may sell in
the transaction shall be correspondingly reduced.

    


    (g)           The
closing of any purchase of Offered Units (including any Units sold pursuant to
the Co-Sale Right) to an Outside Party shall occur within sixty (60) days after
the giving of the Option Notice with respect to such proposed
transaction.  At the closing, the Outside Party shall pay for the
Offered Units (including any Units sold pursuant to the Co-Sale Right) in
accordance with the terms of the Offer.  The Offering Member and any
Members who have exercised the Co-Sale Right shall deliver certificates
representing the Units being Transferred, free and clear of all liens, charges
and encumbrances and properly endorsed for Transfer.

    


    (h)           In
the event that neither the Company Right nor the Co-Sale Right are exercised,
the Offering Member may sell the Offered Units to the Outside Party on terms not
more favorable to such Outside Party than those contained in the Offer within
sixty (60) days after the giving of the Option Notice.  In the event
that such terms are more favorable or if such sale to the Outside Party is not
consummated within such time period, the Offered Units shall again be subject to
the restrictions contained in this Agreement.

    


    SECTION 19.3  Right to Compel
Sale.  (a) If Members owning Units representing more than fifty
percent (50%) of the votes entitled to be cast by all outstanding Units (the
“Initiating
Members”) propose to enter into a Sale of the Company Transaction, then
such Members may require all other Members (the “Other Members”) to
(i) vote all Units then owned by such Member at any regular or special meeting
of the Members (or written consent in lieu of a meeting) in favor of such Sale
of the Company Transaction, (ii) waive any and all dissenters’, appraisal or
similar rights with respect to such Sale of the Company Transaction and (iii) if
the Sale of the Company Transaction is structured as a sale of all of the
outstanding Units of the Company by the Members, sell all of their Units owned
by them (the “Designated Units”) to
the third party in accordance with the terms and conditions of such Sale of the
Company Transaction.  Any Sale of the Company Transaction approved
pursuant to this Section 19.3(a) may
hereinafter be referred to as an “Approved
Transaction.”  Notwithstanding the foregoing, for so long as
A+D is entitled to appoint the A+D Designee, no Sale of the Company Transaction
shall be deemed an Approved Transaction unless it has been approved by a
unanimous vote of the Board of Managers, other than any Sale of the Company
Transaction that occurs on or after January 1, 2015 in which the total
consideration received by the Company in connection therewith is valued at an
amount equal to or greater than the Call Option Valuation (valued for such
purpose for the twelve month period ending as of the end of the last completed
full fiscal quarter prior to the proposed date of the consummation of the Sale
of the Company Transaction).

     

    (b)         In
the event of an Approved Transaction that is structured as a sale

     

    
      
        
        

      

      
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    of all or
substantially all of the Company’s assets, such transaction shall be treated as
a Dissolution pursuant to Article XVII, and the
proceeds from such sale shall be distributed in accordance with Article
XVIII.  In the event of an Approved Transaction that is
structured as a merger, consolidation or sale of all of the Units of the
Company, the total consideration to be paid by the acquirer (the “Total Consideration”)
shall be distributed among the Members in the same manner as the proceeds from a
sale of assets would have been distributed pursuant to the immediately preceding
sentence.

    


    (c)  The Initiating Members
shall send written notice of the exercise of such rights pursuant to this Section 19.3 to the
Other Members, setting forth the Total Consideration to be paid by the third
party and the other terms and conditions of such transaction. In the event that
the Approved Transaction is structured as a sale of all of the outstanding Units
of the Company, within fourteen (14) days following the date of the delivery of
the notice, the Other Members shall deliver to the Initiating Members
certificates representing the Designated Units held by them duly endorsed,
together with all other transfer documents reasonably required to be executed in
connection with such transaction.  In the event that any Other Member
should fail to deliver such certificates to the Initiating Members, the Company
shall cause the books and records of the Company to show that such Units are
bound by the provisions of this Section 19.3 and that
such Units shall be transferred only to the third party upon surrender for
transfer by the holder thereof.  If, within ninety (90) days after the
Initiating Members gives such notice, the sale of all of the Other Member’s
Units in accordance herewith has not been completed, the Initiating Members
shall return to the Other Members all certificates representing the Designated
Units delivered for sale, and all the restrictions on sale or other disposition
contained in the Agreement with respect to Units owned by the Initiating Members
shall again be in effect.  Simultaneously with the consummation of the
sale of Units of the Initiating Members pursuant to this Section 19.3, the
Initiating Members shall notify the Other Members of the consummation of the
sale, shall cause the purchaser to remit directly to the Other Members the total
sales price of the Other Members’ Units sold or otherwise disposed of pursuant
thereto and shall furnish such other evidence of the completion and time of
completion of such sale or other disposition and the terms thereof as may be
reasonably requested by the Other Members.

    


    (d)  As security for each
Member’s obligations hereunder, each Member hereby:  (i) grants to the
Chief Executive Officer of the Company at the time of any Approved Transaction,
with full power of substitution and resubstitution, an irrevocable proxy,
coupled with an interest, to vote all Units at all meetings of the Members held
or taken after the date of this Agreement with respect to any matter relating to
an Approved Transaction; and (ii) irrevocably appoints such Chief Executive
Officer as such Member’s attorney-in-fact with authority to execute and deliver
any agreements, instruments or other documents to be executed and delivered in
connection with the consummation of such Approved Transaction.

     

    
      
        
        

      

      
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    SECTION 19.4  No Member
Rights.  No Member or holder of Units that is not a Member has
the right or power to confer upon any transferee the attributes of a Member in
the Company and no transferee of Units shall be admitted as a Member except as
agreed to by the Board of Managers on behalf of the Company.

     

    SECTION 19.5  Transferee
Rights.  Any transferee of Units who is not admitted as a
Member in accordance with this Agreement (an “Assignee”) has no
right (a) to participate or interfere in the management or administration of the
Company's business or affairs or (b) to vote or agree on any matter affecting
the Company or any Member.  The only rights of an Assignee are to
receive the Distributions to which the transferor would otherwise be entitled
(to the extent of the Units transferred).  However, each Assignee will
be subject to all of the obligations, restrictions and other terms contained in
this Agreement as if such transferee were a Member.  To the extent of
any Units Transferred, the Transferring Member shall not possess any right or
power as a Member or under the terms of this Agreement and may not exercise any
such right or power directly or indirectly on behalf of the
transferee.

    


    SECTION 19.6  Effect of
Transfer.  Any Member that makes a Transfer of all of the Units
held of record by such Member will be treated as resigning from any and all
positions with the Company and shall immediately cause any and all of its
designees and representatives to resign immediately from any and all positions
held with the Company on the effective date of such Transfer.  Any
Member that makes a Transfer of part (but not all) of its Units will continue as
a Member (with respect to the interest retained), and such partial Transfer will
not constitute a withdrawal of such Member.  The admission of a
transferee shall not release the Transferring Member from any liability with
respect to the Transferred Units (or otherwise) that may have existed prior to
the Transfer, unless a written release to such effect is executed by the Company
(or such other party who might have a claim against the Transferring Member with
respected to the Transferred Units.

    


    SECTION 19.7  Secured
Party.  The pledge or hypothecation of, or the granting of any
security interest in, or other lien or encumbrance against, the Units by any
Person shall be made only in accordance with this Agreement and will not cause a
withdrawal of such Member from the Company.  In no event will the
Company have any liability or obligation to any Person by reason of the
Company’s payment of a Distribution to any secured party as long as the Company
makes such payment in reliance upon written instructions from the holder of
record on whose behalf such Distributions are payable. Any secured party will be
entitled, with respect to the security interest granted, only to the
Distributions to which the holder of record granting the security interest is
entitled under this Agreement, and only if, as and when such Distribution is
made by the Company.  Upon any foreclosure or other Transfer in lieu
of foreclosure of the Units to any secured party, the Transfer will be subject
to the other provisions of this Agreement.

    


    SECTION 19.8  Conversion to “C”
Corporation.  If Members owning Units representing more than
fifty percent (50%) of the votes entitled to be cast by all outstanding Units
propose to enter into a transaction pursuant to which the Company would be
converted

     

    
      
        
        

      

      
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    into, or
otherwise be taxable as, a “C” corporation, then such Members may require all
other Members to (i) vote all Units then owned by such Member at any regular or
special meeting of the Members (or written consent in lieu of a meeting) in
favor of such transaction, (ii) waive any and all dissenters’, appraisal or
similar rights with respect to such transaction and (iii) if such transaction is
structured as an exchange of all of the outstanding Units of the Company by the
Members for Units of capital stock in the “C” corporation, exchange all of their
Units owned by them in accordance with the terms and conditions of such
transaction.  In connection with any such transaction, (a) the capital
structure of the “C” corporation shall be implemented so as to provide each
Member with capital stock having rights and privileges substantially the same as
such Member’s Units in the Company and (b) each Member shall be required to
enter into a stockholders agreement containing rights and obligations
substantially the same as those contained in this Article
XIX.

     

    SECTION 19.9  Automatic Termination of
Unvested Class B Common Units.  Upon the termination of a Class
B Member’s Service, all of such Member’s Unvested Class B Common Units shall
automatically and immediately be terminated, redeemed and forfeited without any
consideration or further action on anyone’s part, resulting in the surrender,
termination and forfeiture of all of such Member’s rights, privileges and
preferences attendant to its ownership of such Unvested Class B common
Units.  Any Class B Common Units that are terminated, redeemed and
forfeited pursuant to this Section 19.9 shall
once again be deemed to be authorized and unissued Class B Common Units and be
available for future issuance pursuant to the terms of this
Agreement.

    


    SECTION 19.10  Call
Option.  (a)  At any time, and from time to time,
from and after January 1, 2015, Bluefly shall have the option (the “Call Option”) to
purchase any or all of the Units held by any other Member for a purchase price
per Unit equal to (i) the Call Option Valuation divided by (ii) the sum of (A)
the number of Common Units outstanding as of the date that the Call Option is so
exercised and (B) the number of Common Units issuable upon the exercise of any
Preferred Units outstanding as of such date; provided that the purchase price
for a Unit shall, in no event, be less than the Initial Capital Contribution
made with respect to such Unit, plus interest accruing on an annual basis from
the date or dates that such Initial Capital Contribution was funded at the rate
of five percent (5%) per annum.  Bluefly may exercise the Call Option
by providing written notice thereof (a “Call Option Exercise
Notice”) to the Member or Members who hold Units with respect to which
the Call Option is being exercised (the “Selling Members”),
which notice shall include the number of Units to be purchased from each Selling
Member, the price per Unit as calculated pursuant to this Section 19.10 and the
Bluefly Price Per Share as of the date of such exercise.

    


    (b)  Upon any exercise of the
Call Option, the Selling Member(s) shall have the right, subject to the
limitations set forth in Section 19.10(c), to
determine whether all or part of the purchase price for its Units will be paid
in cash or Bluefly Common Stock by providing Bluefly with written notice of such
determination (an “Election Notice”)
within twenty (20) days of receipt of the Call Option Exercise Notice, provided
that, in the event that no notice is

     

    
      
        
        

      

      
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    provided
within such twenty (20) day period, all of the purchase price to be paid to such
Selling Member shall be paid in cash.  To the extent that a Selling
Member elects to have all or a portion of the purchase price paid in Bluefly
Common Stock it will receive with respect thereto a number of shares of Bluefly
Common Stock equal to the purchase price to be so paid divided by the Bluefly
Price Per Share as of the date that the Call Option was exercised.

     

    (c)  Notwithstanding Section 19.10(b): (i)
no Selling Member will have the right to have any purchase price for shares to
be repurchased pursuant to the exercise of a Call Option to be paid in shares of
Bluefly Common Stock if the Bluefly Common Stock is not then registered pursuant
to the Securities Exchange Act of 1934, as amended; and (ii) the total number of
shares of Bluefly Common Stock issued in connection with any and all exercises
of the Call Option pursuant to this Section 19.10(b)
shall not exceed 4,918,856 (the “Share
Cap”).  To the extent that multiple Selling Members elect to
have their purchase price paid in shares of Bluefly Common Stock such that
the Share Cap would
be exceeded, shares will be allocated to Selling Members based upon the date
upon which their Election Notices were delivered, with shares being allocated to
those Election Notices first delivered.   To the extent that the
purchase price with respect to multiple Election Notices delivered on the same
day cannot be fully paid in Bluefly Common Stock, shares shall be allocated
amongst such Election Notices on a pro rata basis, based on the amount of
purchase price requested to be paid in Bluefly Common Stock in each such
Election Notice.  Any amounts that cannot be paid in Bluefly Common
Stock as a result of the limitations set forth herein shall be paid in
cash.

    


    (d)  The closing of the sale
of any Units pursuant to an exercise of the Call Option shall take place on the
sixtieth (60th) day
following the exercise of the Call Option.  In connection with any
issuance of Bluefly Common Stock at any such closing, the Selling Member
receiving such Bluefly Common Stock shall be required to execute an agreement
containing such representations, warranties and covenants as Bluefly may
reasonably determine to be necessary in order to comply with applicable
law.

    


    SECTION 19.11  Forfeiture of Units Upon
Default.  In the event that any Member breaches any of the
terms of this Agreement  or any Management Services Agreement to which
it is a party and does not cure such breach within thirty (30) days after
receiving written notice thereof from the Company (or, with respect to any
obligation to fund any portion of the Initial Capital Contribution not funded on
the Effective Date, thirty (30) days after receiving written notice thereof from
the Company), all of such Member’s Units shall automatically be deemed to have
been terminated, redeemed and forfeited without any consideration or further
action on anyone’s part, resulting in the surrender, termination and forfeiture
of all of such Member’s rights, privileges and preferences attendant to its
ownership of a Capital Interest with respect to such Units.

     

    ARTICLE
XX

    


    Confidentiality;
Non-Competition; Non-Solicitation

     

    
      
        
        

      

      
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    SECTION 20.1  Confidentiality.  Each
Member covenants and agrees that he, she or it will not, during the term of this
Agreement or any time thereafter for so long as the Company remains in existence
(a) communicate, divulge, discuss, furnish, disclose or make accessible, except
in the ordinary course of the Company’s business, to anyone other than (i) the
Company and its Managers, Officers or employees, (ii) as required by law
(including, with respect to Bluefly, as required under applicable securities
laws), and (iii) the Company’s and such Member’s attorneys and accountants,
without the written consent of the Company, information with respect to factual
matters, designs, plans or projections, which are of a confidential or
proprietary nature, or financial information relating to the business and
activities of the Company or its Members (“Confidential Information”); or (b)
use any Confidential Information for any purpose other than for purposes of
analyzing its investment in, or performing services for, the Company. This
provision shall not apply to any information that is now or which subsequently
becomes available in the public domain, provided that such Member has not
disclosed or caused to be disclosed such information so as to make it publicly
available. All records, memoranda, calculations, letters, papers, lists,
drawings designs and copies thereof or any other materials and documents
concerning, affecting or relating to the business and activities of the Company
and of the Members, obtained by each Member from whatever source, are
confidential and shall be plainly marked to show the confidential and
proprietary nature thereof and to prevent the unauthorized use, reproduction,
disclosure or other dissemination of the same. The provisions of this Section 20.1 shall
survive any termination of this Agreement indefinitely and shall apply
regardless of whether or not a party hereto remains a Member of the Company.
Notwithstanding the foregoing, either Bluefly or A+D shall be permitted to
disclose Confidential Information to a potential purchaser of its Units that is
not a competitor of the Company, provided that such potential purchaser executes
a written confidentiality agreement approved by the Company in its reasonable
discretion.

    


    SECTION 20.2  Non-Competition;
Non-Solicitation.  For so long as any Member holds any Units,
and for a period of three (3) years thereafter, such Member shall not, without
the prior written consent of the Company, anywhere in the world, directly or
indirectly, (i) enter into the employ of or render any services to any
Competitive Business; (ii) engage in the Business for its own account; (iii)
become associated with or interested in any Competitive Business as an
individual, partner, shareholder, creditor, director, officer, principal, agent,
employee, trustee, consultant, advisor or in any other relationship or capacity
(other than passive ownership of less than 5% of any publicly-traded company
that is a Competitive Business); or (iv) solicit, interfere with, or endeavor to
entice away from the Company any of its employees, customers, suppliers or other
Persons with whom the Company does business.  The provisions of this
Section 20.2
shall survive any termination of this Agreement indefinitely and shall apply
regardless of whether or not a party hereto remains a Member of the
Company.  Notwithstanding the foregoing, nothing in this Section 20.2 shall be
construed as prohibiting:  (a) A+D and its Affiliates from selling
eyewear products on a wholesale basis to Competitive Businesses or to retailers
that may engage in e-commerce, provided that A+D does not provide any services
to, or

     

    
      
        
        

      

      
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    otherwise
own any interest in, any such Competitive Business or retailer; or (b) either
A+D, Bluefly or their respective Affiliates from (i) selling rimless
prescription glasses online, (ii) selling prescription glasses with
sports-related licensing online or (iii) designer brand prescription glasses
online (it being understood and agreed that designer brands shall not include
any brand owned or controlled by A+D, Bluefly or their respective
Affiliates). For the
avoidance of doubt, the use of the term “services” in clause (a) of the
preceding sentence is not intended to prohibit A+D or any of its Affiliates from
performing services relating to the sale, at wholesale, of eyewear products to
e-commerce retailers which are similar to, or are of a type of, services
performed by A+D or any of its Affiliates in the usual course of its business in
connection with the sale, at wholesale, of eyewear products to retailers who are
not e-commerce retailers (examples of such services performed for retailers who
are not e-commerce retailers include product development of private label
products and warehousing of eyewear products until called-out by
retailers).  In addition, notwithstanding anything in this Section 20.2 to the
contrary, A+D and its Affiliates shall not be prohibited from continuing to sell
the MODO and ECO brands of prescription glasses (both of which are owned by
MODO) online, including making off-price sales online of closeouts of such
brands of prescription glasses, provided that such brands of prescription
glasses continue to be targeted at the same consumer market segment at which
they are currently targeted.

     

    SECTION 20.3  Equitable
Relief. Each
Member agrees that any breach by it of Sections 20.1 or 20.2
will cause irreparable damage to the Company and that in the event of such
breach the Company shall have, in addition to any and all remedies of law, the
right to an injunction, specific performance or other equitable relief to
prevent the violation of my obligations hereunder.

    


    SECTION 20.4  No Corporate Opportunity
Doctrine.  Subject to Section 20.2, each
Member may directly or indirectly engage in or possess any interest in other
business ventures of any kind, independently or with
others.   Each Member may encounter opportunities to purchase,
otherwise acquire, lease, sell or otherwise dispose of other business ventures
from time to time, and, subject to Section 20.2, may
take advantage of such opportunities itself or introduce such opportunities to
entities in which they may have an interest, and no such failure to bring an
opportunity to the Company shall subject the Member or any Manager appointed by
such Member to liability to the Company or any of the Members on account of any
lost opportunity.  Subject to Section 20.2, neither
the Company nor any Member shall have any right by virtue of this Agreement or
the Company relationship created hereby in or to such ventures or to the income
or profits derived therefrom, and the pursuit of such ventures, shall not be
deemed wrongful or improper.

     

    ARTICLE
XXI

    


    General
Provisions

     

    
      
        
        

      

      
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    SECTION 21.1  Amendment.  The
terms and provisions of this Agreement may be modified or amended at any time
and from time to time with the vote or written consent of (i) the Member or
Members holding Units representing more than fifty percent (50%) of all the
votes permitted hereunder and (ii) for so long as A+D is entitled to appoint the
A+D Designee, the unanimous approval of the Board of Managers; provided, however, that the
Board of Managers may amend this Agreement without the vote or written consent
of the Members to (a) reflect changes validly made in the membership of the
Company and the Capital Contributions of the Members; (b) make a change that is
necessary or, in the opinion of the Board of Managers, advisable to qualify the
Company as a limited liability company under the laws of any state or foreign
jurisdiction, or to ensure that the Company will not be treated as an
association taxable as a corporation for federal, state or local income tax
purposes; (c) make a change that is necessary or desirable to cure any
ambiguity, to correct or supplement any provision in this Agreement that would
be inconsistent with any other provision in this Agreement, or to make a change
to any other provision with respect to matters or questions arising under this
Agreement that will not be inconsistent with the provisions of this Agreement,
in each case so long as such change does not increase the financial obligations
of the Members and does not otherwise adversely affect the Members in any
material respect; (d) satisfy any requirements, conditions or guidelines
contained in any opinion, directive, order, statute, ruling or regulation of any
federal, state, local or foreign governmental entity, so long as such change is
made in a manner that minimizes any adverse effect on the Members; (e) add to
the duties or obligations of the Board of Managers or officers or surrender, for
the benefit of the Members, any right or power granted to the Board of Managers;
or (f) to effect a Preferred Unit Designation and reflect the rights, terms and
preferences of the Preferred Units designated pursuant thereto (as determined by
the Board pursuant to the terms of this Agreement); provided, however, that each of
the following amendments shall not be made with respect to such Member without
such Member’s consent:  (i) any amendment to this Agreement that
requires such Member to make a Capital Contribution or loan to the Company; (ii)
any amendment to Sections 5.4 or 6.2;
(iii) any amendment to Sections 13.2, 13.3 14.1,
14.4, 18.3 and 19.3(b) (other than an amendment in connection with a
Preferred Unit Designation), Section 21.10 and
this Section
21.1 that, in each case, would cause such provisions to be modified as
they affect such Member; and (vi) any amendment to this Agreement to change the
allocation of Net Profits and Net Losses previously made to such Member’s
Capital Account.

    


    SECTION 21.2  Waiver of Dissolution
Rights.  The Members agree that irreparable damage would occur
if any Member should bring an action for judicial dissolution of the
Company.  Accordingly, each Member accepts the provisions under this
Agreement as such Member’s sole entitlement on Dissolution of the Company and
waives and renounces such Member’s right to seek a court decree of dissolution
or to seek the appointment by a court of a liquidator for the
Company.  Each Member further waives and renounces any alternative
rights that might otherwise be provided by law upon the withdrawal or
resignation of such Member and accepts the provisions under this Agreement as
such Member's sole entitlement upon the happening of such event.

     

    
      
        
        

      

      
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    SECTION 21.3  Waiver of Partition
Right.  Each Member waives and renounces any right that it may
have prior to Dissolution and Liquidation to institute or maintain any action
for partition with respect to any property of the Company.

     

    SECTION 21.4  Waivers
Generally.  No course of performance or other conduct
subsequently pursued or acquiesced in, and no oral agreement or representation
subsequently made, by the Members, whether or not relied or acted upon, and no
usage of trade, whether or not relied or acted upon, shall amend this Agreement
or impair or otherwise affect any Member's obligations pursuant to this
Agreement or any rights and remedies of a Member pursuant to this
Agreement.  No delay in the exercise of any right will operate as a
waiver of such right.  No single or partial exercise of any right will
preclude its further exercise.  A waiver of any right on any one
occasion will not be construed as a bar to, or waiver of, any such right on any
other occasion.

    


    SECTION 21.5  Equitable
Relief.  If any Member proposes to Transfer all or any part of
its Units in violation of the terms of this Agreement, the Company or any Member
may apply to any court of competent jurisdiction for an injunctive order
prohibiting such proposed Transfer except upon compliance with the terms of this
Agreement, and the Company or any Member may institute and maintain any action
or proceeding against the Person proposing to make such Transfer to compel the
specific performance of this Agreement.  Any attempted Transfer in
violation of this Agreement is null and void, and of no force and
effect.  The Person against whom such action or proceeding is brought
waives the claim or defense that an adequate remedy at law exists, and such
Person will not urge in any such action or proceeding the claim or defense that
such remedy at law exists.

    


    SECTION 21.6  Remedies for
Breach.  The rights and remedies of the Members set forth in
this Agreement are neither mutually exclusive nor exclusive of any right or
remedy provided by law, in equity or otherwise.  The Members agree
that all legal remedies (such as monetary damages) as well as all equitable
remedies (such as specific performance) will be available for any breach or
threatened breach of any provision of this Agreement.

    


    SECTION 21.7  Counterparts.  This
Agreement may be signed in multiple counterparts.  Each counterpart
will be considered an original, but all of them in the aggregate will constitute
one instrument.

    


    SECTION 21.8  Notice.  All
notices under this Agreement will be in writing and will be delivered or sent to
a Member at the address or fax number listed in the Company’s
records.  Any notices given to any Member in accordance with this
Agreement will be deemed to have been duly given:  (a) on the
date of receipt if personally delivered, (b) five (5) days after being sent
by mail, postage prepaid, (c) the date of receipt, if sent by registered or
certified mail, postage prepaid, (d) when sent by confirmed facsimile or
telecopier transmission, or (e) on the date of delivery if sent by a
recognized overnight courier service.

     

    
      
        
        

      

      
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    SECTION 21.9  Date of Performance.
Whenever this Agreement provides for any action to be taken on a day which is
not a Business Day, such action shall be taken on the next following Business
Day.

     

    SECTION 21.10  Limited
Liability.  (a) The liability of each Member, holder of Units
who is not a Member, Manager, committee member, officer or agent of the Company
shall be limited as set forth in this Agreement, the LLCA and other applicable
law.  No Member, holder of Units who is not a Member, Manager,
committee member, officer or agent of the Company is liable for any debts,
obligations or liabilities of the Company or each other, whether arising in
tort, contract or otherwise, solely by reason of being a Member, holder of
Units, Manager, officer or agent of the Company, or acting (or omitting to act)
in such capacities or participating (as an employee, consultant, contractor or
otherwise) in the conduct of the business of the Company, except that a holder
of Units shall remain personally liable for the payment of such holder's Capital
Contribution and as otherwise set forth in this Agreement, the LLCA and other
applicable law.

    


    (b)           Notwithstanding
the foregoing, each Manager shall perform such Manager’s duties in accordance
with the provisions of Section
8.7(a).  A Manager who so performs such duties shall not have
any liability by reason of being or having been a Manager.  No Manager
shall be liable to the Company or any holder of Units for any loss or damage
sustained by the Company or any holder of Units, unless a judgment or other
final adjudication adverse to such Manager establishes that such Manager’s acts
or omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that such Manager personally gained in fact a financial
profit or other advantage to which such Manager was not legally
entitled.  Without limiting the generality of the preceding sentence,
a Manager does not in any way guaranty the return of any Capital Contribution to
a holder of Units or a profit for the holders of Units from the operations of
the Company.

    


    SECTION 21.11  Partial
Invalidity.  Wherever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law.  However, if for any reason any one or more of
the provisions of this Agreement are held to be invalid, illegal or
unenforceable in any respect, such action will not affect any other provision of
this Agreement.  In such event this Agreement will be construed as if
such invalid, illegal or unenforceable provision had never been contained in
it.

    


    SECTION 21.12  Entire
Agreement.  This Agreement contains the entire agreement among
the Members with respect to the subject matter of this Agreement, and supersedes
each course of conduct previously pursued or acquiesced in, and each oral
agreement and representation previously made, by the Members with respect
thereto, whether or not relied or acted upon.

     

    
      
        
        

      

      
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    SECTION 21.13  Benefit.  The
contribution obligations of each Member will inure solely to the benefit of the
other Members and the Company, without conferring on any other Person any rights
of enforcement or other rights.

    


    SECTION 21.14  Binding
Effect.  This Agreement is binding upon, and inures to the
benefit of, the Members and their transferees, successor and assigns, provided
that, any transferee will have only the rights specified in Section 19.5 unless
admitted as an additional Member in accordance with this Agreement.

     

    SECTION 21.15  Further
Assurances.  Each Member agrees, without further consideration,
to sign and deliver such other documents of further assurance as may reasonably
be necessary to effectuate the provisions of this Agreement.

    


    SECTION 21.16  Headings.  Article
and section titles have been inserted for convenience of reference
only.  They are not intended to affect the meaning or interpretation
of this Agreement.

    


    SECTION 21.17  Terms.  Terms
used with initial capital letters will have the meanings specified, applicable
to both singular and plural forms, for all purposes of this
Agreement.  All pronouns (and any variation) will be deemed to refer
to the masculine, feminine or neuter, as the identity of the Person may
require.  The singular or plural includes the other, as the context
requires or permits.  The word include (and any variation) is used in
an illustrative sense rather than in a limiting sense.  The word day
means a calendar day, unless otherwise specified.

    


    SECTION 21.18  Governing Law; Consent to
Jurisdiction. This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of Delaware, without regard to
conflicts of law principles.  Any conflict or apparent conflict
between this Agreement and the LLCA will be resolved in favor of this Agreement
except as otherwise required by the LLCA. Any disputes arising hereunder shall
be subject to the exclusive jurisdiction of the federal and State courts located
in New York County, New York.

    


    SECTION 21.19  Third Party
Beneficiaries.  Except as set forth in Section 15.5, nothing
in this Agreement, express or implied, is intended to confer upon any party,
other than the parties hereto, and their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.


    
      
         


      

      
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    IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.

    


    
      
        	 
      	
                EYEFLY
      LLC

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                  / s / Melissa
      Payner

              	 
      
	 
      	
                  Name:
      Melissa Payner

              	 
      
	 
      	
                  Title:
      Manager

              	 
      
	 
      	 
      	 
      
	 
      	
                BLUEFLY,
      INC.

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                  / s / Melissa
      Payner

              	 
      
	 
      	
                  Name:
      Melissa Payner

              	 
      
	 
      	
                  Title:
      Chief Executive Officer

              	 
      
	 
      	 
      	 
      
	 
      	
                A+D
      LABS LLC

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                  / s / Alessandro
      Lanaro

              	 
      
	 
      	
                  Name:
      Alessandro Lanaro

              	 
      
	 
      	
                  Title:
      Manager

              	 
      


      

    


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

    


    Exhibit
A

    


    Founding
Members

    


    
      
        
          
            
              
                
                  
                    	
                            Name

                          	 	
                            Initial Capital

                            Contribution

                          	 	 	
                            Portion of Initial

                            Capital

                            Contribution to be

                            Immediately

                            Funded

                          	 	
                            Units Issued

                          
	 	 	 	 	 	 	 	 	 	 
	
                            Bluefly

                          	 	$	676,000.00	 	 	$	364,000.00	 	
                            4,420,000
      Class A Common Units

                          
	 	 	 	 	 	 	 	 	 	 
	
                            A+D
      Labs LLC

                          	 	$	624,000.00	 	 	$	336,000.00	 	
                            4,080,000
      Class A Common Units

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      54

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

    

     

    EXHIBIT
B

    


    EYEFLY
LLC

    2011
LONG-TERM INCENTIVE PLAN

    


    SECTION
1    Purpose of the
Plan.  The Eyefly LLC 2011 Long-Term Incentive Plan (the “Plan”) is intended to
promote the interests of Eyefly LLC, a Delaware limited liability company
(together with any successor entity, the “Company”), by
providing to officers, Managers, key employees, consultants and advisors of the
Company and its subsidiaries incentive compensation awards in the form of
Awards.  The Plan is also intended to enhance the ability of the
Company and its subsidiaries to attract and retain the services of individuals
who are essential for the growth and profitability of the Company and to
encourage them to devote their best efforts to the business of the Company,
thereby advancing the interests of the Company and its members.

     

    SECTION
2    Definitions.  As
used in the Plan, the following terms shall have the meanings set forth below
(capitalized terms used and not defined below shall have the meaning set forth
for such terms in the LLC Agreement (as hereinafter defined)):

     

    “Award” means a grant
of Phantom Units made under the Plan.

     

    “Board” means the
Board of Managers of the Company.

     

     “Committee” means the
Board or such other committee of the Board, if any, that is, appointed by the
Board to administer the Plan.

     

    “Distribution Right”
means, with respect to a Phantom Unit, the right to receive an amount in cash
equal to, and at the same time as, the cash distributions made by the Company
from time to time with respect to a Class A Common Unit pursuant to Sections 14.1 of the
LLC Agreement during the period such Phantom Unit is held by the Participant,
other than any distribution with respect to the return of Capital Contributions
made with respect to Class A Common Units.  Accordingly, any cash
distributions made to a holder of Class A Common Units pursuant to Section 14.4 of the
LLC shall not entitle a holder of a Phantom Unit to receive a similar
distribution.

     

    “IPO” means the
initial public offering of the Company’s common equity interests pursuant to a
registration statement under the Securities Act.

     

    “LLC Agreement” means
the Operating Agreement of the Company, dated as of January 4, 2011, as the same
may be amended from time to time.

     

    “Participant” means a
Person holding a Phantom Unit granted under the Plan.

     

    “Phantom Unit” means a
phantom or notional Class A Common Unit granted under the Plan, which shall
include a Distribution Right.

     

    “Replacement Awards”
means, with respect to any Award to be cancelled in connection with the
consummation of a transaction pursuant to which the Company is converted into a
“C” 

     

    
      
        
        

      

      
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    corporation or an IPO, a number of shares of Common Stock (or
other common equity interests) of the Company equal to the number of Phantom
Units so cancelled.

     

    “Restricted Period”
means the period established by the Committee with respect to a Phantom Unit
during which period the Phantom Unit remains subject to forfeiture by the
Participant.

     

    “Sale of the Company
Consideration Per Unit” means with respect to each Phantom Unit cancelled
in connection with a Sale of the Company Transaction, the same amount of
consideration, paid in substantially the same form, as the consideration
received by a holder of a Class A Common Unit upon the consummation of the Sale
of the Company Transaction.

     

    SECTION
3    Administration.  The
Plan shall be administered by the Committee.  A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee.  Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have full power and
authority to: (i) designate the Persons who are Participants; (ii)
 determine the number of Phantom Units to be covered by each Award; (iii)
determine the terms and conditions of any Award; (iv) determine whether, to what
extent, and under what circumstances Awards may become settled, vested,
cancelled, forfeited, exchanged or subject to a right of repurchase; (v)
interpret and administer the Plan and any instrument or agreement relating to an
Award made under the Plan; (vi) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (vii) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.  Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all parties, including the Company, any Affiliate,
any Participant, and any beneficiary of any Award.

     

    SECTION
4    Phantom Units Available for Awards.

     

    (a)           Phantom Units
Available.  Subject to adjustment as provided in Section 4(b), the
number of Phantom Units with respect to which Awards may be granted under the
Plan is 1,500,000 Phantom Units; provided, however, to the extent any Phantom
Units are forfeited, such forfeited Phantom Units shall again be available for
future Awards.

     

    (b)           Adjustments.  In
the event the Committee determines that any distribution (whether in the form of
cash, Units, Convertible Securities, other securities, or other property),
recapitalization, contributions to capital, split, reverse split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Units or other securities of the Company, issuance of
warrants or other rights to purchase Units or other securities of the Company,
or other similar transaction or event affects the number or value of Class A
Common Units such that an adjustment is determined by the Committee to be
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      intended
to be made available by grants of Awards under the Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Phantom Units (or other securities or property)
with respect to which Awards may be granted, (ii) the number and type of
Phantom Units (or other securities or property) subject to outstanding Awards
and (iii)  if deemed appropriate, make provision for a cash payment to the
holder of outstanding Phantom Units.

    

     

    SECTION
5    Eligibility.  Any
Manager, officer, employee, consultant or advisor shall be eligible to be
designated a Participant by the Committee.

     

    SECTION
6    Awards.

     

    (a)           Phantom
Units.  The Committee shall determine the Persons to whom
Phantom Units shall be granted, the number of Phantom Units to be granted to
each such Participant, the duration of the Restricted Period (if any), the terms
or conditions under which the Phantom Units may become vested, forfeited or
subject to a right of repurchase, and such other terms and conditions as the
Committee may establish with respect to such Awards.

     

    (b)           Transferability of
Awards.  No Award and no right under any such Award may be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant, other than by will or by the laws of descent and
distribution, and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate.

     

    (c)           Conversion of Company to “C”
Corporation; IPO.  Upon the consummation of a transaction
pursuant to which the Company is converted into a “C” corporation or an IPO, all
vested Awards then outstanding shall automatically be cancelled in exchange for
either: (i) Replacement Awards, (ii) cash in an amount equal to the aggregate
Fair Market Value of the Awards cancelled, or (iii) any combination of the
foregoing, whichever payment form is elected by the Committee in its sole
discretion.  Any Awards that become vested after the consummation of
such transaction shall, upon such vesting, be similarly cancelled, provided
that, the Committee may choose to issue shares of restricted Common Stock (or
other common equity interests) in exchange for such unvested Awards, with
restrictions and other terms equivalent to the terms of such
Awards.  To the extent that a Participant receives shares of Common
Stock (or other common equity interests) of the Company in exchange for Awards
pursuant to the terms hereto, such securities shall be issued subject to the
restrictions set forth in Article XIX of the
LLC Agreement and the shareholders agreement described in Section 19.8 of the
LLC Agreement.

     

    (d)           Sale of the Company.
Upon the consummation of a Sale of the Company Transaction, all outstanding
Awards shall be automatically cancelled and each Participant shall be entitled
to receive with respect to each such cancelled Phantom Unit that was vested on
such date, the Sale of the Company Consideration Per
Unit.  Notwithstanding anything in this Plan to the contrary, any
unvested Awards issued on the date of the consummation of the Sale of the
Company Transaction shall be cancelled without consideration unless, and to the
extent, the Committee, in its sole discretion, provides otherwise in an Award
agreement.  For purposes of clarification of this Section 6(d),
“consideration” shall not include any direct or indirect benefits to holders of
Class A Common Units from income tax allocations.

     

    
      
        
        

      

      
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    SECTION
7    Amendment and
Termination.  Except to the extent prohibited by applicable law
and unless otherwise expressly provided in an Award agreement or in the
Plan:

     

    (a)           Amendments to the
Plan.  Subject to paragraph (b) below,
the Board or the Committee may amend, alter, suspend, discontinue, or terminate
the Plan in any manner without the consent of any member, Participant, other
holder or beneficiary of an Award, or other Person.

     

    (b)           Amendments to Awards.
The Committee may waive any conditions or rights under, amend any terms of, or
alter any Award theretofore granted, provided no change, other than pursuant to
paragraph (c)
below, in any Award shall materially reduce the benefit to a Participant without
the consent of such Participant.

     

    (c)           Adjustment of Awards Upon
the Occurrence of Certain Unusual or Nonrecurring Events.  The
Committee is hereby authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4(b) of
the Plan) affecting the Company or the financial statements of the Company, or
of changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate to prevent the
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.

     

    
      
        
        

      

      
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    SECTION
8    General
Provisions.

     

    (a)           No Rights to
Awards.  No Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of
Participants.  The terms and conditions of Awards need not be the same
with respect to each recipient.

     

    (b)           Withholding.  The
Company or any Affiliate is authorized to withhold from any Award, from any
payment due with respect to or upon the vesting of any Award or from any
compensation or other amount owing to a Participant the amount of any applicable
taxes payable in respect of the grant of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award and to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.  Notwithstanding the
foregoing, the Participant shall be solely responsible for the payment of all
U.S., State, local or foreign taxes related to an Award, and the Company shall
have no liability to a Participant for any failure to withhold, or apprise the
Participant of, any such tax.

     

    (c)           No Right to
Employment.  The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate.  Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
agreement.

     

    (d)           Governing
Law.  The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the internal laws of the State of New York and applicable federal
law.  Any dispute in connection with the Plan or any Award issued
hereunder shall be subject to the exclusive jurisdiction of the federal and
State courts located in New York, New York, and by accepting an Award, each
Participant hereby submits to such exclusive jurisdiction.

     

    (e)           Severability.  If
any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any Person or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.

     

    (f)           No Trust or Fund
Created.  Neither the Plan nor the Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person.  To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

     

    
      
        
        

      

      
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    (g)           Headings.  Headings
are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any
provision thereof.

     

    SECTION
9    Term of the
Plan.  The Plan shall be effective as of the Effective Date and
shall continue until the date terminated by the Board or Phantom Units are no
longer available for grants of Awards under the Plan, whichever occurs
first.  However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award granted prior to such termination, and
the authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights
under such Award, shall extend beyond such termination date.

     

    
      
        
        

      

      
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