X0202 4/A 2008-03-26 2008-03-28 0001030896 BLUEFLY INC BFLY 0000934639 MAVERICK CAPITAL LTD 300 CRESCENT COURT, 18TH FLOOR DALLAS TX 72501 0 0 1 0 0000913446 MAVERICK FUND USA LTD C/O MAVERICK CAPITAL, LTD. 300 CRESCENT COURT, 18TH FLOOR DALLAS TX 72501 0 0 1 0 0001286658 MAVERICK FUND LDC C/O MAVERICK CAPITAL, LTD. 300 CRESCENT COURT, 18TH FLOOR DALLAS TX 72501 0 0 1 0 0000851056 MAVERICK FUND II LTD C/O MAVERICK CAPITAL, LTD. 300 CRESCENT COURT, 18TH FLOOR DALLAX TX 72501 0 0 1 0 0001286655 MAVERICK CAPITAL MANAGEMENT LLC 300 CRESCENT COURT, 18TH FLOOR DALLAS TX 72501 0 0 1 0 0001286654 AINSLIE LEE S III 767 FIFTH AVENUE, 11TH FLOOR 11TH FLOOR NEW YORK NY 10153 0 0 1 0 Common Stock warrants (right to buy) 5.10 2008-03-26 4 J 0 19796 0 A 2008-03-26 2013-03-26 Common Stock 19796 19796 I See Footnote The warrants were amended and restated on April 8, 2008, with effect as of March 26, 2008, to give effect to the 1-for-10 reverse stock split of the common stock of Bluefly, Inc. (the "Issuer"), par value $0.01 per share (the "Common Stock"), effective as of April 3, 2008, and to fix the exercise price of the warrants so as to equal the split-adjusted closing price of the Common Stock on March 25, 2008, the day immediately preceding the issuance of the warrants. The warrants reported were issued to the Portfolio Funds (as defined below) by the Issuer in consideration for a $3,000,000 financing commitment made pursuant to a Committment Letter Agreement executed by the Portfolio Funds and certain other unrelated investors on March 26, 2008. Of the 19,796 warrants reported, 3,772 warrants are held by Maverick Fund USA, Ltd., 8,557 warrants are held by Maverick Fund, L.D.C., and 7,467 warrants are held by Maverick Fund II, Ltd. (the three funds are referred to as the "Portfolio Funds"). Maverick Capital, Ltd. ("Maverick Capital"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, acts as the investment manager for the Portfolio Funds, and has sole voting and dispositive power over the securities held by the Portfolio Funds. Maverick Capital Management, LLC ("Maverick Management") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management who is granted sole investment decision pursuant to Maverick Management's limited liability company regulations. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. /s/ John T. McCafferty, Attorney-in-Fact 2008-04-10