EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 19, 2001, by and among Alloy Online, Inc., a Delaware corporation, with headquarters located at 151 West 26th Street, New York, NY 10001 (the...Registration Rights Agreement • June 21st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • New York
INDENTURE BETWEENIndenture • October 17th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 99.2 ESCROW AGREEMENT This Escrow Agreement ("Agreement"), dated as of December 1, 1999, is entered into by and among Alloy Online, Inc., a Delaware corporation ("Alloy"), Alloy Acquisition Corporation, a Delaware corporation and a wholly...Escrow Agreement • December 21st, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
ALLOY, INCPurchase Agreement • May 27th, 2004 • Alloy Inc • Retail-catalog & mail-order houses • New York
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 19, 2001, by and among Alloy Online, Inc., a Delaware corporation, with headquarters located at 151 West 26th Street, 11th Floor, New York,...Securities Purchase Agreement • June 21st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.23 NON-QUALIFIED STOCK OPTION AGREEMENT ALLOY ONLINE, INC. AGREEMENT made as of July 19, 2000 between Alloy Online, Inc. (the "Company"), a Delaware corporation, and Robert Bell (the "Participant"). WHEREAS, the Company desires to grant to...Non-Qualified Stock Option Agreement • May 1st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
Exhibit 10.17 STOCKHOLDERS AGREEMENT AGREEMENT made this 24th day of November, 1998, by and among (i) Alloy Designs, Inc., a Delaware corporation (the "Company"), (ii) James K. Johnson, Jr., Matthew C. Diamond and Samuel A. Gradess (each a "Founder"...Stockholders Agreement • March 10th, 1999 • Alloy Online Inc • Delaware
ARTICLE I DEFINITIONSAsset Purchase Agreement • December 21st, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
ALLOY, INC. COMMON STOCKUnderwriting Agreement • February 20th, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.1 SERVICES AGREEMENT Alloy Online, Inc. has omitted from this Exhibit 10.1 portions of the Agreement for which Alloy Online, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the...Services Agreement • June 14th, 2000 • Alloy Online Inc • Retail-misc general merchandise stores • Virginia
Confidential Execution Copy AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ALLOY ONLINE, INC., CASS COMMUNICATIONS, INC., AND ALAN M. WEISMAN Dated as of July 3, 2001 Confidential TABLE OF CONTENTS ARTICLE I...Agreement and Plan of Reorganization • July 10th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
Exhibit 10.22 INCENTIVE STOCK OPTION AGREEMENT ALLOY ONLINE, INC. AGREEMENT made as of July 19, 2000 between Alloy Online, Inc. (the "Company"), a Delaware corporation, and Robert Bell, an employee of the Company (the "Employee"). WHEREAS, the Company...Incentive Stock Option Agreement • May 1st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
AGREEMENTStock Purchase Agreement • January 29th, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New York
AMONGAcquisition Agreement • July 31st, 2003 • Alloy Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE II, LLCLoan and Security Agreement • December 10th, 2004 • Alloy Inc • Retail-catalog & mail-order houses • Massachusetts
EXHIBIT 99.1 LEASE AGREEMENT BY AND BETWEEN BIKE LAND, LLCLease Agreement • December 17th, 2001 • Alloy Inc • Retail-catalog & mail-order houses • Indiana
Alloy Designs, Inc. 115 West 30th Street, #302 - #304 New York, NY 10001 Phone: (212) 244-4307 Fax: (212) 244-4311 August 14, 1998 Robert E. Kerson 29 Haviland Road Harrison, NY 10528 Dear Mr. Kerson: Alloy Designs, Inc. ("Alloy" or the "Company") is...Letter Agreement • March 10th, 1999 • Alloy Online Inc
ALLOY, INC. ANDEmployment Agreement • May 27th, 2004 • Alloy Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.37 SUBLEASE AGREEMENT This Sublease Agreement (the "SUBLEASE AGREEMENT"), dated as of November 26, 2001, is by and between MARKETSOURCE, INC. (the "TENANT") and ALLOY ACQUISITION SUB, INC. (the "Sublessee"). WHEREAS, Tenant and MARTIN D....Sublease Agreement • May 1st, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New Jersey
OF ALLOY, INC.Warrant Agreement • May 1st, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
OF ALLOY, INC.Warrant Agreement • December 11th, 2001 • Alloy Inc • Retail-catalog & mail-order houses • Delaware
SUBLEASESublease • September 16th, 2002 • Alloy Inc • Retail-catalog & mail-order houses
ALLOY NEWSSTAND(TM) PARTNER AGREEMENTMemorandum of Understanding • March 24th, 1999 • Alloy Online Inc • Retail-misc general merchandise stores
1 EXHIBIT 10.26 MASTER LEASE AGREEMENT This Master Lease Agreement (the "Lease") dated March 11, 1998 is between Ronald Demer, an individual, with offices at 121 Talleyrand Drive, Wilmington DE 19810-3947, (the "Lessor"), and Alloy Designs, Inc., a...Master Lease Agreement • March 24th, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • Delaware
SECTION 1.04, PROPERTY: The property now includes the entire property at 2701 and 2705 McMillan Road, containing two buildings of approximately 24,300 sq. ft. SECTION 1.05, TERM: The term of the lease is hereby extended for the period October 1, 2001...Lease Amendment • May 1st, 2002 • Alloy Inc • Retail-catalog & mail-order houses
AND THEMerger Agreement • April 26th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • New York
1 Alloy Online, Inc. has omitted from this Exhibit 10.28 portions of the Agreement for which Alloy Online, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential...Placement Agent Agreement • March 24th, 1999 • Alloy Online Inc • Retail-misc general merchandise stores
Exhibit 10.16 NON-QUALIFIED STOCK OPTION AGREEMENT ALLOY ONLINE, INC. AGREEMENT made as of August 2, 1999 between Alloy Online, Inc. (the "Company"), a Delaware corporation, and Neil Vogel (the "Participant"). WHEREAS, the Company desires to grant to...Non-Qualified Stock Option Agreement • May 1st, 2000 • Alloy Online Inc • Retail-misc general merchandise stores • Delaware
EXHIBIT 10.2 MASTER SERVICES AGREEMENT This Master Services Agreement (the "AGREEMENT") dated as of FEBRUARY 1, 2002, by and between NEWROADS, Inc. ("NEWROADS"), a Delaware corporation with a principal place of business at 75 Holly Hill Lane,...Master Services Agreement • June 14th, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New York
RECITALSEscrow Agreement • February 7th, 2000 • Alloy Online Inc • Retail-misc general merchandise stores • Massachusetts
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 14th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
April 19, 1999 Matthew C. Diamond 4 East 30th Street, Apt. 4B New York, NY 10016 Re: Employment Agreement Dear Mr. Diamond: This letter is to confirm our understanding with respect to your employment by Alloy Online, Inc. (the "Company') (the terms...Employment Agreement • April 22nd, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
AGREEMENT AND PLAN OF MERGER dated as of June 23, 2010 among ALLOY, INC., ALLOY MEDIA HOLDINGS, L.L.C. and LEXINGTON MERGER SUB INC.Merger Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of June 23, 2010 by and among Alloy, Inc., a Delaware corporation (the “Company”), Alloy Media Holdings, L.L.C., a Delaware limited liability company (“Parent”), and Lexington Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
BY AND AMONG ALLOY, INC.,Agreement and Plan of Reorganization • October 15th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Illinois
OF ALLOY, INC.Warrant Agreement • May 1st, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
