SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

BIDZ.COM, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

8883T200

(CUSIP Number)

Kia Jam

Glendon Group, Inc.

2425 Colorado Boulevard, Suite B-205

Santa Monica, California 90404

(310) 828-6767

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Law Offices of Aaron A. Grunfeld

1100 Glendon Avenue, Suite 850

Los Angeles, California 90024

(310) 788-7577

May 17, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 8883T200
	1	Name of Reporting Person Glendon Group, Inc.
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF/OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 6,763,738
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 6,763,738
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,763,738
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 36.80%*
	14	Type of Reporting Person CO

* Based on 18,378,795 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on May 11, 2012.

2

CUSIP No. 8883T200
	1	Name of Reporting Person Kia Jam
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF/OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 6,763,738
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 6,763,738
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,763,738
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 36.80%*
	14	Type of Reporting Person IN

* Based on 18,378,795 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on May 11, 2012.

3

CUSIP No. 8883T200
	1	Name of Reporting Person David Zinberg
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power 2,898,134
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,898,134
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,898,134
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 15.77%*
	14	Type of Reporting Person IN

* Based on 18,378,795 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on May 11, 2012.

4

CUSIP No. 8883T200
	1	Name of Reporting Person  Marina Zinberg
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 3,865,604
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 3,865,604
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,865,604
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 21.03%*
	14	Type of Reporting Person IN

* Based on 18,378,795 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on May 11, 2012.

5

CUSIP No. 8883T200
	1	Name of Reporting Person Weston Capital Management LLC
	2	Check the Appropriate Box if a Member of a Group:
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC/PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 0
	14	Type of Reporting Person IV/PN

6

CUSIP No. 8883T200
	1	Name of Reporting Person Albert Hallac
	2	Check the Appropriate Box if a Member of a Group:
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF/PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 0
	14	Type of Reporting Person IN

7

PRELIMINARY STATEMENT AND EXPLANATORY NOTE

On May 17, 2012, BIDZ.com, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Glendon Group, Inc., a Delaware corporation ("Parent"), and Bidz Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), pursuant to which Merger Subsidiary will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The Merger Agreement was negotiated on behalf of the Company by a special committee of the Board of Directors of the Company composed entirely of independent directors with the assistance of financial and legal advisors.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of the Company's common stock issued and outstanding immediately prior to the effective time (other than shares owned by Parent, the Company or their respective subsidiaries and shares held by dissenting stockholders), automatically will be cancelled and converted into the right to receive $0.78 per share in cash, without interest. Parent has obtained an equity commitment from an investment fund affiliated with Albert Hallac to fund the transactions contemplated by the Merger Agreement. An entity affiliated with Mr. Hallac (collectively “Weston”) also has agreed to guarantee any payment obligations of Parent and Merger Subsidiary arising under the Merger Agreement, including as a result of any breach thereof, on the terms and subject to the conditions set forth in a written guarantee in favor of the Company. Kia Jam is the President, Director and voting shareholder of Parent and is an officer and director of Merger Subsidiary. Weston has no voting rights in Parent and disclaims beneficial ownership of Common Stock beneficially owned by the other Reporting Persons.

Concurrently with the execution and delivery of the Merger Agreement, David Zinberg, the founder, Chief Executive Officer and a Director of the Company, and Marina Zinberg, Mr. Zinberg's sister, entered into a contribution agreement and a voting agreement with Parent, pursuant to which they (i) agreed to contribute to Parent, immediately prior to (but subject to) the effective time of the Merger, all shares of Company common stock beneficially owned by them in exchange for shares of common stock of Parent and (ii) agreed, among other things, to vote their shares in favor of the adoption of the Merger Agreement and any other stockholder proposals necessary to consummate the Merger, including any proposal to adjourn the stockholder meeting at which stockholder approval is sought to solicit additional votes in favor of adoption of the Merger Agreement. The shares subject to these agreements represent about 36.80% of Common Stock based on 18,378,795 shares of common stock outstanding as reported by the Company in its Form 10-Q filed on May 11, 2012. These agreements terminate upon any termination of the Merger Agreement or any change in the Board of Director's recommendation with respect to the Merger Agreement, and in certain other circumstances. The Company is not a signatory to the contribution agreement or voting agreement.

This statement on Schedule 13D (this “Statement”) reflects that, as of May 17, 2012 Parent, David Zinberg and Marina Zinberg have formed a Section 13(d) “group” as described in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with respect to their beneficial ownership of Common Stock as described herein. Reference is made to the information provided in the filings by David Zinberg and Marina Zinberg, as amended to date, with respect to their beneficial ownership of common stock. To the extent the information contained herein represents a material change in the facts set forth in such previous filings, such previous filings shall be deemed amended and supplemented by the information provided herein.

8

Item 1.	Security and Issuer.
This report on Schedule 13D (the “Report”) pertains to the common stock, par value $0.001 per share (“Common Stock”), of Bidz.com, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 3562 Eastham Drive, Culver City, California 90232.
Item 2.	Identity and Background.
(a)-(c)— The names of persons filing this Statement (collectively, the “Reporting Persons”) are: (1) Glendon Group, Inc/Kia Jam, (2) David Zinberg, (3) Marina Zinberg, (4) Weston Capital Management LLC and (5) Albert Hallac. Mr. Kia Jam is Chief Executive Officer, President and Director of Glendon Group, Inc and Bidz Acquisition Company, Inc. He is President and Chief Executive Officer of K. Jam Media, an independent media company with interests in production, distribution, post-production and film property acquisition.  Mr. Zinberg is Chief Executive Officer of the Company. Ms. Zinberg is the sister of David Zinberg and a principal shareholder of the Company. Weston Capital Management LLC is an alternative investment firm. Mr. Hallac is a founder and Chairman of Weston Capital Management LLC. The principal business address for Kia Jam, for Parent and for Merger Subsidiary is 2425 Colorado Boulevard, Suite B-205, Santa Monica, California 90404. The principal business address for David Zinberg is c/o Bidz.com, Inc., 3562 Eastham Drive, Culver City, California 90232. The principal business address for Marina Zinberg is c/o Bidz.com, Inc., 3562 Eastham Drive, Culver City, California 90232. The principal business address for Weston and Albert Hallac is 767 3rd Avenue, 25th Floor, New York, New York 10017. (d)-(e) During the last five years no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each individual who is a Reporting Person is a citizen of the United States of America. Glendon Group, Inc., Bidz Acquisition Company, Inc., and Weston are organized under the laws of the State of Delaware.

9

Item 3.	Source and Amount of Funds or Other Consideration.
Please see disclosures contained above under “Preliminary Statement and Explanatory Note” and those set forth below in Item 4 with respect to all Reporting Persons.
Item 4.	Purpose of Transaction.
As described and set forth above in “Preliminary Statement and Explanatory Note, the Company has entered into an Agreement and Plan of Merger, dated as of May 17, 2012 (the “Merger Agreement”), with Glendon Group, Inc., a Delaware corporation (“Parent”), and Bidz Acquisition Group, Inc., a Delaware corporation and, wholly-owned subsidiary of Parent (“Merger Subsidiary”). The Merger Agreement provides that Merger Subsidiary will be merged with and into the Company, with the Company continuing as the surviving corporation in such merger as, wholly-owned subsidiary of Parent (the “Merger”), and that each issued and outstanding share of Common Stock of immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Subsidiary or any other subsidiary of Parent or the Company and shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will automatically be canceled and converted in the Merger into the right to receive $0.78 per share in cash, without interest. The Merger Agreement and the Merger are described in greater detail in the Current Report on Form 8-K filed by the Company on May 18, 2012. In connection with the Merger Agreement, David Zinberg and Marina Zinberg have entered into a contribution agreement (the “Contribution Agreement”) with Parent pursuant to which they have agreed to contribute, in the aggregate, approximately 6,763,738   shares of the Company’s Common Stock owned by them in exchange for equity interests in Parent in lieu of receiving the cash merger consideration for such shares. The Contribution Agreement automatically terminates upon the termination of the Merger Agreement or the occurrence of certain other events. These Reporting Persons have also entered into a voting agreement (the “Voting Agreement”) pursuant to which they have agreed to vote all of the shares of Common Stock that they now own or will own prior to the effective time of the Merger in favor of the adoption of the Merger Agreement. The Voting Agreement automatically terminates upon the termination of the Merger Agreement or the occurrence of certain other events. Accordingly, these Reporting Persons are deemed to be a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. After the completion of the Merger, the Company will cease to be a publicly held company. The foregoing descriptions of the Merger Agreement, the Contribution Agreement and the Voting Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2, 3 and4, respectively, to this Statement and are hereby incorporated herein by reference. The Company, the Reporting Persons and the Company’s other directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information concerning the interests of these directors, executive officers and other members of the Company’s management and employees in the proposed merger will be included in the Company’s proxy statement it expects to file with the SEC in connection with the proposed Merger. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER. Information regarding the Company’s directors and executive officers is also available in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its proxy statement for its 2011 Annual Meeting of Stockholders, which documents are on file with the SEC. Once filed with the SEC, the proxy statement and such other documents will be available without charge at www.sec.gov.

10

Item 5.	Interest in Securities of the Issuer.
(a) Collectively, the Reporting Persons beneficially own 6,763,738 shares of Common Stock representing 36.80% of the outstanding shares of Common Stock (based on 18,378,795 shares of Common Stock outstanding as reported by the Company in its Quarterly Report on Form 10-Q, filed  May 11, 2012), comprised as follows: (i)   Mr. Zinberg directly owns of record 2,898,134 shares of Common Stock representing 15.77% of the outstanding shares of Common Stock. (ii)   Ms. Zinberg directly owns 3,865,604 shares of Common Stock, representing about 21.03% of the outstanding shares of Common Stock. The Reporting Persons, to the extent they are deemed to be a “group,” may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the other Reporting Persons. Weston disclaims beneficial ownership of shares of Common Stock that are or may be owned directly by other Reporting Persons and further disclaims that it is part of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. Except for David Zinberg, who on April 4, 2012 surrendered 18,340 shares to pay certain payroll taxes on 50,000 restricted Company shares that had vested for him, no Reporting Person has effected any transactions in the Company’s Common Stock in the last sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The descriptions of the Merger Agreement, the Contribution Agreement and the Voting Agreement contained in Item 4, above, are hereby incorporated by reference.
Item 7.	Materials to be Filed as Exhibits.
The following documents are included or incorporated as exhibits to this Statement: 1.    Joint Filing Agreement among the Reporting Persons. 2.    Agreement and Plan of Merger, dated May 17, 2012, by and among Glendon Group. Inc., Bidz Acquisition Company, Inc., and Bidz.com, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 18, 2012). 3.    Contribution Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg. 4.    Voting Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.

11

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 29, 2012

/s/ Kia Jam

By: Kia Jam, President

Glendon Group, Inc. and individually

/s/ David Zinberg

David Zinberg

/s/ Marina Zinberg

Marina Zinberg

/s/ Albert Hallac

Albert Hallac

/s/ Albert Hallac

By: Albert Hallac, Chief Executive Officer

Weston Capital Management LLC

12

EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement among the Reporting Persons.
Exhibit 2	Agreement and Plan of Merger, dated May 17, 2012, by and among Glendon Group. Inc., Bidz Acquisition Company, Inc., and Bidz.com, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 18, 2012).
Exhibit 3	Contribution Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.
Exhibit 4	Voting Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg.

13

EX-1

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) is dated as of May 29, 2012 and is entered into by and among Glendon Group, Inc., a Delaware corporation and Kia Jam, its president, director and shareholder (collectively “Parent”), David Zinberg (“D Zinberg”), Marina Zinberg (“M Zinberg”), Weston Capital Management LLC, Delaware limited liability company (“Weston”) and Albert Hallac (“Hallac”).

1.Each of Parent, D Zinberg, M Zinberg Weston and Hallac hereby agrees that:

i.They are filing or shall file joint statement on Schedule 13D relating to the beneficial ownership of the common stock, par value $0.001 per share (the “Common Stock”), of Bidz.com, Inc., a Delaware corporation (the “Company”),

ii.Schedule 13D as filed with respect to common stock of the Company shall be filed on behalf of each of them, and

iii.Each of the parties hereto is responsible for the completeness and accuracy of the information concerning such party only and is not responsible for the completeness or accuracy of the information concerning other parties to the filing unless such person knows or has reason to believe that such information is inaccurate.

2.Each of Parent, D Zinberg, M Zinberg, Weston and Hallac hereby appoints Kia Jam, as or his attorney-in-fact with all power and authority to execute Schedule 13D and any amendments thereto on behalf of each of Parent, D Zinberg, M Zinberg, Weston and Hallac.

3.This Joint Filing Agreement may be executed in counterparts.

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

Kia Jam, President	David Zinberg
Glendon Group, Inc. and individually
	WESTON CAPITAL MANAGEMENT LLC, a Delaware Limited Liability Company
Marina Zinberg
	By:
	Name:
	Title:
Albert Hallac

1

EX-3

Exhibit 3

EXECUTION COPY

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (together with all exhibits and schedules hereto, and as amended, modified or supplemented from time to time, this “Agreement”) is made as of this day of May 17, 2012, by and between David Zinberg and Marina Zinberg (collectively, the “Contributing Stockholders”), on the one hand, and Glendon Group, Inc., a Delaware corporation (the “Parent”), on the other hand.

RECITALS

A.            Concurrently with the execution of this Agreement, Parent, Bidz Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and BIDZ.com, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Parent (the “Surviving Corporation”), and (ii) the stockholders of the Company (other than the Parent or any Subsidiary thereof) will receive cash in exchange for their shares of common stock, par value $0.001 per share, of the Company (“Bidz Common Stock”);

B.            As a condition and inducement to the Parent entering into the Merger Agreement, concurrently with the execution and delivery of this Agreement, the Contributing Stockholders are entering into a Voting Agreement (as amended from time to time, the “Voting Agreement”), by and between such Contributing Stockholders, on the one hand, and Parent, on the other, pursuant to which the Contributing Stockholders are agreeing to vote all shares of Bidz Common Stock beneficially owned by them in favor of the adoption of the Merger Agreement and approval of the Merger, subject to the terms and conditions of the Voting Agreement.

C.            As a condition and inducement to the Parent entering into the Merger Agreement, the Contributing Stockholders have agreed to contribute to the Parent, immediately prior to the effective time of the Merger (the “Effective Time”), all shares of Bidz Common Stock beneficially owned by them as of immediately prior to the Effective Time, in exchange for shares of common stock, par value $0.001 per share, of the Parent ( “Parent Common Stock”), on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained in this Agreement, the parties hereto agree as follows:

1. Interpretation of this Agreement.

(a) Defined Terms.  Capitalized Terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

(b) Interpretation. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

2. Contribution of Bidz Common Stock; Issuance of Shares.

(a) Contribution of Bidz Common Stock.  Immediately prior to (but subject to) the Effective Time, the Contributing Stockholders shall contribute, assign and transfer to the Parent, and the Parent shall accept, all shares of Bidz Common Stock directly or indirectly beneficially owned by the Contributing Stockholders at such time, as set forth opposite each Contributing Stockholder’s name on Exhibit A hereto (the “Contributed Shares”), free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever.  The Contributing Stockholders covenant and agree that while this Agreement remains in effect, they will not to sell, pledge, transfer or assign the Contributed Shares to any Person, nor subject the Contributed Shares to any liens, claims or encumbrances of any kind whatsoever, in each case which reasonably could prevent or delay the contribution of the Contributed Shares upon the terms and subject to the conditions in this Agreement.

(b) Issuance of Shares. In consideration for each Contributing Stockholder’s contribution of the Contributed Shares to the Parent pursuant to Section 2(a), the Parent shall issue the number of shares of Parent Common Stock as set forth opposite each Contributing Stockholder’s name on Exhibit A hereto (the “Shares”), free and clear of any liens, claims, encumbrances and restrictions of any kind whatsoever.

(c) Representations and Warranties of the Parent. The Parent hereby represents and warrants to the Contributing Stockholders as follows:

(i) Organization; Power and Authority. The Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Parent has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.  Before giving effect to the transactions contemplated herein, the Parent does not and will not have any Subsidiaries (other than Merger Sub), and does not and will not beneficially own, directly or indirectly, any Bidz Common Stock or any capital stock or other equity interests in any other Person, other than any beneficial ownership arising solely by virtue of the terms of the Voting Agreement and this Agreement.

(ii) Authorization of Transaction; Agreement Binding. The Parent has full corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement. This Agreement constitutes the valid and legally binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency or similar laws which affect creditors’ rights generally.

(iii) No Conflict. The execution, delivery and performance of this Agreement by the Parent does not and will not violate, conflict with, or result in a breach of or default under (A) the Parent’s or the Merger Sub’s certificate of incorporation or bylaws; (B) any applicable law, order, judgment or decree; or (C) any agreement, contract, understanding, mortgage, indenture or other obligation to which the Parent or Merger Sub is a party or by which any of their respective assets or properties are or may be bound.

2

(d) Representations and Warranties of the Contributing Stockholders. Each Contributing Stockholder hereby represents and warrants to the Parent as follows:

(i) Capacity. The Contributing Stockholder has full capacity to execute and deliver, and to perform such Contributing Stockholder’s obligations under, this Agreement.

(ii) Agreement Binding. This Agreement constitutes the valid and legally binding obligation of the Contributing Stockholder, enforceable in accordance with its terms.

(iii) Acquisition for Investment. Upon the contribution of the Contributed Shares to the Parent described herein, Contributing Stockholder will acquire the Shares for investment purposes only, solely for such Contributing Stockholder’s account and not with a view to or for sale in connection with any distribution thereof in violation of the federal securities laws, applicable state securities laws or this Agreement.

(iv) Accredited Investor. Each Contributing Stockholder is (and as of immediately prior to the Effective Time will be) an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(v) Title to Contributed Shares. Each Contributing Stockholder owns (and as of immediately prior to the Effective Time will own) the Contributed Shares set forth opposite such Contributing Stockholder’s name on Exhibit A hereto, free and clear of any liens, claims, encumbrances and restrictions of any kind whatsoever which reasonably could prevent or delay the contribution of the Contributed Shares upon the terms and subject to the conditions in this Agreement.

3. Termination. This Agreement and the obligation of the Contributing Stockholders to contribute the Contributed Shares will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the date of any Adverse Recommendation Change under the Merger Agreement, or (d) the termination of the Voting Agreement in accordance with the terms thereof.

4. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

5. Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties with respect to its subject matter and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, relating to the subject matter of this Agreement.

3

6. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied or PDF signature shall be deemed a manually executed and delivered original.

7. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Contributing Stockholders, the Parent, and their respective successors and permitted assigns and, where applicable, heirs and personal representatives.  This Agreement may not be assigned by any party hereto without the prior written consent of each other party hereto and the consent of the Special Committee of the Board of Directors of the Company which shall be deemed a third party beneficiary hereof entitled to enforce the same.

8. Choice of Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the state of Delaware without regard to the conflicts of laws principles thereof and all questions concerning the validity and construction of this Agreement shall be determined in accordance with the laws of such state. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES, ON BEHALF OF ITSELF AND ON BEHALF OF SUCH PARTY’S SUCCESSOR’S AND ASSIGNS, THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

9. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or relating to this Agreement, or any of the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications expressed above.

10. Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

4

11. Amendments and Waivers. No provision of this Agreement may be amended or waived without the prior written consent or agreement of the Contributing Stockholders and the Parent, and in no circumstance (regardless of whether the parties consent thereto) may the terms or timing of the contribution of the Contributed Shares in exchange for the Shares be changed (and no amendment or waiver of the terms of Section 7 above, this Section 11 or Section 13 below shall be effective) without prior written notice to, and consent of, the Special Committee of the Board of Directors of the Company.  The parties intend and agree that the second sentence of Section 7 above and this Section 11 are for the express benefit of the Company and therefore, notwithstanding Section 13 or anything to the contrary in this Agreement, the Special Committee of the Board of Directors of the Company shall be entitled to enforce compliance with such provisions in the name and on behalf of the Company as an express third party beneficiary hereof.

12. Business Days. Whenever the terms of this Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal holiday, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday.

13. No Third Party Beneficiary. Subject to the second sentence in Section 7 and Section 11, except for the parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

[Signature page follows]

5

IN WITNESS WHEREOF, intending to be legally bound hereby, each of the undersigned has duly executed and delivered this Contribution Agreement as of the day and year first above written.

GLENDON GROUP, INC.

By:

Name:

Title:

Address:  2425 Colorado Blvd.

Suite B-205

Santa Monica, California 90404

DAVID ZINBERG

MARINA ZINBERG

Signature Page to Contribution Agreement

EXHIBIT A

CONTRIBUTED SHARES AND SHARES

Contributing Stockholder	Contributed Shares	Parent Shares to be Issued upon Contribution
David Zinberg	2,867,114
Marina Zinberg	3,838,127

7

EX-4

Exhibit 4

EXECUTION COPY

VOTING AGREEMENT

VOTING AGREEMENT, dated as of May 17, 2012, (this “Agreement”), by and among Glendon Group, Inc., a Delaware corporation (“Parent”), on the one hand, and David Zinberg and Marina Zinberg, on the other hand (each, a “Stockholder”).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Parent, Bidz Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and BIDZ.com, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned Subsidiary of Parent;

WHEREAS, as of the date of this Agreement, each Stockholder is the Beneficial Owner of the number of outstanding shares of Company Capital Stock set forth opposite such Stockholder’s name on Schedule 1 hereto (with respect to each Stockholder, the “Existing Shares”);

WHEREAS, as a condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement; and

WHEREAS, as a condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, concurrent with the execution and delivery of this Agreement, each Stockholder is entering into a Contribution Agreement (as amended, the “Contribution Agreement”), by and among Parent and the Stockholders, pursuant to which the Stockholders are agreeing to contribute to Parent immediately prior to (but subject to) the Effective Time, all shares of Company Common Stock beneficially owned by them as of immediately prior to the Effective Time, on the terms and subject to the conditions of the Contribution Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein and in the Merger Agreement, and for other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:

1

ARTICLE I

GENERAL

1.1 Defined Terms. The following terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

(a) “Beneficial Ownership” by a Person of any security means the possession by such Person of, direct or indirect (including through such Person’s Control of another Person): (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security. The terms “Beneficially Own”, “Beneficially Owned” and “Beneficial Owner” shall have correlative meanings.  For the purpose of this Agreement, no Stockholder shall be deemed to Beneficially Own any Company Capital Stock held by the Company or its Subsidiaries in proprietary trading accounts.

(b) “Company Capital Stock” means the common stock, par value $0.001 per share, of the Company, and all capital stock or other voting securities into which such common stock may be reclassified, sub-divided, consolidated or converted, and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of the shares of common stock and entitled to vote in respect of the matters contemplated by Article II.

(c) “Control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), when used with respect to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise.

(d) “Covered Shares” means, with respect to a Stockholder, the Existing Shares and any shares of Company Capital Stock or other voting capital stock of the Company that the Stockholder acquires Beneficial Ownership of after the date of this Agreement and prior to the Expiration Date (as defined herein).

(e) “Transfer” means, directly or indirectly, to sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of, either voluntarily or involuntarily, or enter into any Contract or make any other arrangement or grant any option or other rights with respect to any of the foregoing.

2

ARTICLE II

VOTING

2.1 Agreement to Vote. From and after the date hereof and until the Expiration Date, each Stockholder hereby agrees that at the Stockholder Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, such Stockholder shall, and shall cause any holder of record of its Covered Shares to (in each case solely as to itself and solely in its capacity as a stockholder of the Company, and solely to the extent that such matters are submitted to the vote of the stockholders of the Company and the Covered Shares are entitled to vote thereon):

(a) appear at each such meeting in person or by proxy or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum;

(b) vote (or cause to be voted), in person or by proxy, all of its Covered Shares (i) in favor of the approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) in favor of any related proposal legally necessary to consummate the Merger and the transactions contemplated by the Merger Agreement, and (iii) in favor of any proposal to adjourn the Stockholder Meeting to solicit additional votes with respect to the foregoing matters.

(c) vote (or cause to be voted), in person or by proxy, all of its Covered Shares (i) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement or in the Contribution Agreement, or (B) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; and (ii) against any Acquisition Proposal that has not resulted in an Adverse Recommendation Change under the Merger Agreement.

(d) Notwithstanding anything to the contrary contained in this Section 2.1, Section 2.2 or elsewhere in this Agreement, the obligations of any Stockholder to vote, approve, appear, consent or otherwise undertake any action whatsoever in respect of its Covered Shares in accordance with this Agreement, shall be subject to and conditioned upon (i) the effectiveness of this Agreement and Parent’s compliance in all material respects with its obligations under the Merger Agreement and this Agreement and (ii) the absence of any judicial proceeding that is pending at the time of the Stockholder Meeting seeking to enjoin (and the absence of any injunction or other legal prohibition that is in effect at the time of the Stockholder Meeting that has the effect of enjoining) the Merger Agreement, any of the transactions contemplated thereby and/or the Merger.

3

2.2 Grant of Proxy. Each Stockholder hereby grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his or her proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent such Stockholder does not comply with its obligations in Section 2.1 and solely to the extent necessary to permit Parent or such designee of Parent to vote or execute and deliver a proxy to vote during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement, and shall be irrevocable until the Expiration Date. Each Stockholder hereby (a) affirms that such proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable until the Expiration Date in accordance with the provisions of the Delaware General Corporation Law (“DGCL”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares with respect to the matters described in Section 2.1 and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) with respect to such matters and (c) ratifies and confirms that the proxies appointed hereunder may lawfully do or cause to be done all acts authorized to be done by such proxies in this Agreement in accordance with the terms hereof.  Each Stockholder shall take such further action or execute such other instruments as may be legally necessary to effectuate the intent of this proxy in accordance with the relevant provisions of the DGCL or any other applicable Law.  The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive any dissolution, bankruptcy, death or incapacity of such Stockholder between the date hereof and the Expiration Date.  Notwithstanding the foregoing, the proxy and power of attorney granted hereunder automatically shall terminate upon the Expiration Date.  None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent as follows:

(a) Organization; Authorization; Validity of Agreement; Necessary Action.  With respect to each Stockholder, he or she is a natural person, he or she has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations under this Agreement. The execution and delivery of this Agreement by such Stockholder and the performance by such Stockholder of his or her obligations hereunder have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by him or her of this Agreement or the performance by him or her of its obligations under this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a legal, valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee whose consent is required for the execution and delivery of this Agreement (including the proxy granted herein), the performance by such Stockholder of his or her obligations hereunder or the consummation by such Stockholder of the transactions contemplated by this Agreement.

4

(b) Ownership. Such Stockholder is the Beneficial Owner of and has good and valid title to such Stockholder’s Existing Shares, free and clear of any Liens. As of the date of this Agreement, such Stockholder’s Existing Shares constitute all of the shares of Company Capital Stock Beneficially Owned or owned of record by such Stockholder. Such Stockholder is the sole Beneficial Owner and has and will have at all times through the Expiration Date sole Beneficial Ownership, (including the right to vote as contemplated herein), sole power to issue instructions with respect to the matters set forth in Article II hereof, and sole power with respect to all matters set forth in this Agreement.

(c) Non-Contravention. The execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement, do not and will not (i) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, any consent, termination, cancellation or acceleration of any obligation or loss of material benefit under, or any increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon such Stockholder’s assets or properties under, any provision of (A) any Contract to which such Stockholder is party or by which any of his or her assets or properties is bound and (B) any Order or Law applicable to such Stockholder or his or her assets or properties or (ii) require any Consent of, or registration, declaration or filing with, notice to, or permit from, any Governmental Entity, other than compliance with the applicable requirements of the Exchange Act.

(d) No Inconsistent Agreements. Except for this Agreement, such Stockholder has not: (i) entered into any Contract, voting agreement, voting trust or similar agreement with respect to any of the Covered Shares having terms inconsistent with, in any respect, the Stockholder’s obligations hereunder, (ii) granted any proxy, stockholder consent or power of attorney with respect to any of the Covered Shares that remains in effect as of the date hereof or (iii) taken any action that would constitute a breach hereof or make any representation or warranty of such Stockholder set forth in this Section 3.1 untrue or incorrect in any material respect or have the effect of preventing or disabling such Stockholder from performing in any material respect any of such Stockholder’s obligations under this Agreement. Each Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement and the Contribution Agreement in reliance upon such Stockholders’ execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

(e) No Action. As of the date of this Agreement, there is no action, proceeding or investigation pending or, to the knowledge of such Stockholder, threatened against such Stockholder that (i) challenges the validity of this Agreement or (ii) could reasonably be expected to impair the ability of such Stockholder to timely perform his or her obligations hereunder.

5

(f) No Brokers. No broker, finder, investment banker or other Person is entitled to any fee or commission in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder.

(g) No Other Limitation. For the avoidance of doubt, no Stockholder is making any representation or making any commitment with respect to any action or inaction of such Stockholder in such Stockholder’s capacity as an officer or director of the Company, or in the name and on behalf of the Company, and this Agreement shall not limit, prohibit or restrict any actions or inactions of such Stockholder in any such capacity or in the name or behalf of the Company.

3.2 Representations and Warranties of Parent. Parent represents and warrants to each Stockholder as follows:

(a) Organization; Authorization; Validity of Agreement; Necessary Action. Parent has all corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming this Agreement constitutes a valid and binding obligation of such Stockholder, constitutes a legal, valid and binding agreement of Parent enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly and validly authorized by Parent and no other actions or proceedings on the part of Parent are necessary to authorize the execution and delivery by Parent of this Agreement, or the performance by it of its obligations hereunder.

(b) Non-Contravention. The execution, delivery and performance of its obligations under this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement do not and will not: (i) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, any consent, termination, cancellation or acceleration of any obligation or loss of a material benefit under, or any increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of Parent’s Subsidiaries under, or any increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any provision of (x) the charter or organizational documents of Parent, (y) any Contract to which Parent is a party or by which any of its properties or assets is bound or (z) any Order or Applicable Law or (ii) require any Consent of, or registration, declaration or filing with, notice to, or permit from, any Governmental Entity, other than compliance with the applicable requirements, if any, of the Exchange Act, except, in the case of clauses (i) and (ii) above, any such items that, individually or in the aggregate, would not be expected to have a materially adverse effect on the ability of Parent to timely perform any of its obligations hereunder in any material respect.

6

ARTICLE IV

OTHER COVENANTS

4.1 Prohibition on Transfers. Prior to the Expiration Date, each Stockholder shall not, nor shall such Stockholder permit his or its affiliates to, Transfer any of its Covered Shares, Beneficial Ownership thereof or any other interest therein. Any attempted Transfer of any Covered Shares or any interest therein shall be null and void. This Agreement and the obligations hereunder shall attach and apply to the Covered Shares until the Expiration Date, and shall be binding upon any Person to which legal or Beneficial Ownership shall pass during such period, whether by operation of Applicable Law or otherwise, including, such Stockholder’s successors or assigns.

4.2 Additional Shares. Each Stockholder agrees to promptly notify Parent of the number of additional shares of Company Capital Stock acquired by such Stockholder after the date hereof and prior to the Expiration Date, except to the extent such shares are acquired as the result of the vesting of restricted shares. Any such additional shares shall automatically become subject to the terms of this Agreement as Covered Shares as though Beneficially Owned by such Stockholder as of the date hereof.

4.3 No Inconsistent Agreements. From and after the date hereof until the Expiration Date, no Stockholder shall: (a) enter into any Contract with respect to, or consent to, a Transfer of, any of its Covered Shares, Beneficial Ownership thereof or any other interest therein, in each case except in connection with the transactions contemplated hereby or by the Merger Agreement or the Contribution Agreement, (b) create or permit to exist any Lien that could (i) prevent such Stockholder from voting the Covered Shares in accordance with this Agreement or from complying in all material respects with its other obligations under this Agreement, or (ii) invalidate or revoke the proxy granted pursuant to Section 2.2, other than the termination thereof upon the Expiration Date or (c) enter into any voting or similar agreement with respect to the Covered Shares, or grant any proxy, consent or power of attorney with respect to any of the Covered Shares.

4.5 Waiver of Appraisal Rights.  For so long as this Agreement is in effect, each Stockholder hereby waives, and agrees not to assert or perfect, and shall cause any of his or her affiliates who hold of record any of such Stockholder’s Covered Shares to waive and to not assert or perfect, any rights of appraisal that such Stockholder may have under the DGCL by virtue of its ownership of the Covered Shares.

4.6 Transfer Agent and Legend Requirements.

(a) In furtherance of this Agreement, each Stockholder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Covered Shares with respect to any Transfer not permitted hereunder and to include the following legend on any share certificates for the Covered Shares, if any, subject to the prompt termination of such stop transfer order and the removal of such legend promptly upon the Expiration Date.  “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS PURSUANT TO THAT CERTAIN VOTING AGREEMENT, DATED AS OF MAY 17, 2012, BY AND AMONG GLENDON GROUP, INC., DAVID ZINBERG AND MARINA ZINBERG. ANY TRANSFER OF SUCH SHARES OF STOCK IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH VOTING AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR EFFECT WHATSOEVER.”

7

(b) Each Stockholder hereby agrees that it will promptly authorize and instruct the Company to maintain a copy of this Agreement at either the principal executive office or the registered office of the Company.

4.7 Further Assurances. No Stockholder shall, in his or her capacity as a stockholder, commence or participate in any shareholder-initiated claim (derivative or otherwise) against Parent, Merger Sub, the Company or any of their respective Affiliates or successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, and each Stockholder shall take such actions within such Stockholder’s control to opt out of any class in any class actions with respect to any such claim. For the avoidance of doubt, the foregoing shall not restrict the right of any Stockholder to enforce its rights pursuant to this Agreement, the Contribution Agreement or the Merger Agreement, including in connection with any claim of the Company authorized by the Board of Directors of the Company or the Special Committee.

ARTICLE V

MISCELLANEOUS

5.1 Termination.  Notwithstanding anything to the contrary herein, this Agreement and all obligations of the parties hereunder, shall automatically terminate on the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the date of any Adverse Recommendation Change under the Merger Agreement, or (d) the termination of the Contribution Agreement in accordance with the terms thereof (such earliest date among the dates set forth in clauses (a) through (d) of this Section 5.1, inclusive, the “Expiration Date”); provided, that (i) no such termination of this Agreement shall relieve any party from liability for any willful breach of this Agreement prior to such termination and (ii) the provisions of Article V will survive any such termination.

5.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

8

5.3 Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns, shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.

5.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or e-mail, or by overnight courier service to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.4:

(a) if to Parent:

To:

Glendon Group, Inc.

2425 Colorado Boulevard

Suite B-205

Santa Monica, California 90404

Attention: Kia Jam

with copies (which shall not constitute notice) to:

Law Offices of Aaron A. Grunfeld

1100 Glendon Avenue, Suite 850

Los Angeles, California 90024

E-mail: agrunfeld@grunfeldlaw.com

(b) if to the Company:

To:

BIDZ.com, Inc.

3562 Eastham Drive

Culver City, California 90232

9

with copies (which shall not constitute notice) to:

Bingham McCutchen LLP

Suite 4400

355 South Grand Avenue

Los Angeles, California 90071-3106

Fax: (213) 830-8626

Email: john.filippone@bingham.com

Attention: John Filippone

and to:

Petillon Hiraide & Loomis LLP

1260 Del Amo Financial Center

21515 Hawthorne Boulevard

Torrance, California 90503

Fax: (310) 543-0550

Email: mhiraide@phlcorplaw.com

Attention: Mark Hiraide

(c) if to any Stockholder: to such Stockholder and its counsel at their respective addresses and facsimile numbers set forth on Schedule 1 hereto.

5.5 Amendment. This Agreement may not be amended, waived, modified or supplemented except by an instrument in writing signed by Parent and each Stockholder; provided; that (i) matters that only affect the right of a particular Stockholder shall only require an instrument in writing signed by Parent and such Stockholder and (ii) any amendment, waiver,  modification or supplement (including any termination of the Agreement other than in accordance with Section 5.1) that could reasonably be expected to impact the likelihood or the timeliness of the consummation of the transactions contemplated by the Merger Agreement or that reasonably could deter any third party from submitting an Acquisition Proposal with respect to the Company, or reasonably could have a material adverse effect on the Company, shall also require the prior written consent of the Special Committee.  The Company shall be a third party beneficiary hereof with respect to clause (ii) of this Section 5.5 and the other Sections referred in Section 5.8 below, and the Special Committee is expressly entitled to enforce such provisions in the name and on behalf of the Company.

5.6 Extension; Waiver.  Any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by such party, and, to the extent required hereunder, consented to by the Special Committee. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

5.7 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

10

5.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by Parent and the Stockholder and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than Parent and the Stockholder) any legal or equitable right, benefit or remedy of any nature whatsoever; provided that the Company shall be a third party beneficiary (a) to the extent set forth in this Section 5.8 and Sections 5.5, 5.6, 5.9, 5.11 and 5.12; and (b) entitled to enforce the obligations of each Stockholder set forth in Section 2.1.

5.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable in any jurisdiction, then (a) subject to obtaining any consent of the Company as provided herein, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the end that the Merger is consummated and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

5.10 Rules of Construction. It is the intention of the parties hereto that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The section headings contained in this Agreement are inserted for convenience only and shall not be deemed to limit or otherwise affect in any way the meaning or interpretation of this Agreement.

5.11 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or liabilities under this Agreement without the prior written consent of the other parties to this Agreement and the Company, which any such party may withhold in its absolute discretion.  Any purported assignment in violation of the foregoing shall be void.

11

5.12 Specific Performance. Each party hereto hereby acknowledges and agrees that the other parties (and, to the extent of its rights expressly provided pursuant to Sections 5.5, 5.6, 5.8, 5.9, 5.11 and 5.12, the Company or the Special Committee on behalf of the Company) would incur irreparable harm or injury for which money damages would not be an adequate remedy if for any reason a party fails to perform any of such party’s obligations under this Agreement in accordance with their specific terms. Accordingly, each party agrees that the other parties (and, to the extent of its rights expressly provided pursuant to Sections 5.5, 5.6, 5.8, 5.9, 5.11 and 5.12, the Special Committee or the Company) shall be entitled, in seeking to enforce this Agreement against any the other parties hereto, to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement by the other parties hereto and to enforce specifically the terms and provisions of this Agreement in the courts described in Section 5.3, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity. Each party hereto hereby waives any requirement for the posting of any bond or similar collateral in connection therewith and agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the enforcing party (or, to the extent of its rights expressly provided pursuant to Sections 5.5, 5.6, 5.8, 5.9, 5.11 and 5.12, the Special Committee or the Company) has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity.

5.13 Stockholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties, covenants and agreements made herein by each Stockholder are made solely with respect to such Stockholder and its Covered Shares. Each Stockholder is entering into this Agreement solely in its capacity as the Beneficial Owner of such Covered Shares and nothing herein shall limit or affect any actions taken by any Stockholder or any employee, officer or director of the Company (or Subsidiary of the Company) in his or her capacity as an employee, director or officer of the Company (or Subsidiary of the Company), including participating on behalf of, and in his or her capacity as an employee, director or officer of, the Company (or Subsidiary of the Company) in any discussions or negotiations with Parent or with any third Person. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, nothing in this Agreement shall limit or restrict any Stockholder from voting its Covered Shares in such Stockholder’s sole discretion on any matter other than the matters referred to in Section 2.1 hereof. Nothing contained herein, and no action taken by any Stockholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement or the Merger Agreement.

5.14 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholders, and Parent shall have no authority to direct the Stockholders in the voting or disposition of any of the Covered Shares except, in each case, as provided in this Agreement.

5.15 Action by the Company. No waiver, consent, extension, amendment or other action by or on behalf of the Company pursuant to or as contemplated by this Agreement shall have any effect unless such waiver, consent, extension, amendment or other action is expressly approved by the Special Committee.

12

5.16 Fees and Expenses. Except as may otherwise be agreed in writing by the parties hereto, all costs and expenses (including all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses.

5.17 Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts (including by facsimile or electronic (i.e., PDF) transmission), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

[Signature Page Follows]

13

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties to this Agreement as of the date first written above.

PARENT:	GLENDON GROUP, INC.
	By:
	Name:
	Title:
STOCKHOLDERS:
		David Zinberg
		Marina Zinberg

Signature Page to Voting Agreement

SCHEDULE 1

SHARES BENEFICIALLY OWNED AS OF APRIL 30, 2012

Name of Stockholder	Shares Beneficially Owned
David Zinberg	2,867,114
Marina Zinberg	3,838,127

Stockholder Name and Address:

David Zinberg

3562 Eastham Drive

Culver City, CA 90232

Marina Zinberg

3562 Eastham Drive

Culver City, CA 90232

15