SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2013 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 25, 2013, by and among dELiA*s, Inc., a Delaware corporation with headquarters located at 50 West 23rd Street, New York, New York 10010 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
STOCKHOLDER RIGHTS AGREEMENT Dated as of , 2005Stockholder Rights Agreement • September 7th, 2005 • dELiAs, Inc. • New York
If any Person becomes an Acquiring Person, also known as a “Section 11(a)(ii) Event”, each holder of a Right will thereafter have the right to receive, upon exercise, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) which equals the exercise price of the Right divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock at the date of the occurrence of the event. Notwithstanding any of the foregoing, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person will be null and void.
RESTRICTED STOCK AGREEMENT dELiA*s, INC.Restricted Stock Agreement • October 27th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • Delaware
AGREEMENT made as of the day of , 200 (the “Grant Date”), between dELiA*s, Inc. (the “Company”), a Delaware corporation having its principal place of business in New York, New York, and of , (the “Participant”).
UNDERWRITING AGREEMENT 13,065,453 FIRM SHARES 1,959,817 OPTIONAL SHARES DELIA*S, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2013 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
AMENDED AND RESTATED MEDIA SERVICES AGREEMENT Dated as of November 8, 2010 Between ALLOY, INC. and dELiA*s, INC.Media Services Agreement • November 22nd, 2010 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Amended and Restated Media Services Agreement (this “Agreement”) is made as of the 8th day of November, 2010 (the “Execution Date”), by and between Alloy, Inc., a Delaware corporation (“Alloy” or “Agent”) and dELiA*s, Inc., a Delaware corporation (“dELiA*s “).
CONTINUING GUARANTY (Business Organization) PennsylvaniaContinuing Guaranty • December 23rd, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • Pennsylvania
GUARANTOR: dELiA*s, INC., a x corporation __ general partnership __ limited partnership __ limited liability company, organized under the laws of the State of Delaware. Chief executive office/principal residence: 435 Hudson Street, New York, New York 10014.
dELiA*s, Inc. Employment Agreement for Tracy GardnerEmployment Agreement • May 7th, 2013 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
AGREEMENT, made and entered into as of the 1st day of May, 2013 by and between dELiA*s, Inc., a Delaware corporation (the “Company”), and Tracy Gardner (the “Executive”).
MANAGED SERVICES AGREEMENTManaged Services Agreement • December 23rd, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Managed Services Agreement (#2005-292) is entered into as of December 19, 2005 (the “Execution Date”) by and between Alloy Inc., a Delaware corporation having an office at 151 W. 26th Street, 11th Floor, New York, NY 10001 (“ALLOY”), and dELiA*s, Inc. having an office at 435 Hudson Street, New York, NY 100114 (“dELiA*s”).
CALL CENTER SERVICES AGREEMENT BY AND BETWEEN AMG DIRECT, LLC AND ON CAMPUS MARKETING, LLC DATED AS OF DECEMBER 19, 2005Call Center Services Agreement • December 23rd, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
THIS CALL CENTER SERVICES AGREEMENT is made and entered into as of December 19, 2005 by and between AMG Direct, LLC (hereinafter “Contact Center”), a Delaware limited liability company and an indirect, wholly-owned subsidiary of Alloy, Inc. (“Alloy”), and On Campus Marketing, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Alloy.
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • September 7th, 2005 • dELiAs, Inc. • New York
THIS STANDBY PURCHASE AGREEMENT (the “Agreement”) is made as of September 7, 2005, by and between Alloy, Inc., a Delaware corporation (“Alloy”), dELiA*s, Inc., a Delaware corporation (the “Company”), and MLF Investments LLC, a Delaware limited liability company (“MLF”). Except as otherwise indicated herein, capitalized terms used herein without immediate definition shall have the meanings given them in Section 11 hereof.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • December 23rd, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Professional Services Agreement (#2005-0001) is entered into as of December 19, 2005 (the “Execution Date”) by and between Alloy Inc., a Delaware corporation having an office at 151 W. 26th Street, 11th Floor, New York, NY 10001 (“ALLOY”), and dELiA*s, Inc having an office at 435 Hudson Street, New York, NY 100114 (“dELiA*s”).
Re: Letter Agreement For Acquired AssetsLetter Agreement for Acquired Assets • February 2nd, 2015 • dELiAs, Inc. • Retail-catalog & mail-order houses • Delaware
This letter (the “Letter Agreement”) sets forth the binding agreement of Butterfly Retail Acquisition LLC, an affiliate of HRSH Acquisitions, LLC d/b/a Alloy Apparel & Accessories, LLC (the “Purchaser”), dELiA*s, Inc. and its debtor affiliates (collectively, the “Debtors” or “Merchant”), and a joint venture comprising of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (together, the “Agent”) with respect to the Acquired Assets (as defined herein).
dELiA*s, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2006 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 9th day of December, 2005, by and between dELiA*s, Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Investors”).
AGREEMENTBoard Appointment Agreement • March 29th, 2011 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Agreement, dated as of March 25, 2011 (“Agreement”), is by and among dELiA*s, Inc., a Delaware corporation (the “Company”), Michael Zimmerman, an individual resident of New York (“Zimmerman”), Mario Ciampi, an individual resident of New York (“Ciampi”) and the other individuals and entities that are signatories hereto (collectively with Zimmerman and Ciampi, the “Zimmerman Group”).
DATABASE TRANSFER AGREEMENTDatabase Transfer Agreement • December 23rd, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
THIS DATABASE TRANSFER AGREEMENT (this “Agreement”) is made and entered into December 19, 2005 (the “Effective Date”) by and between Alloy Merchandising, LLC, a Delaware limited liability company (“Transferor”), and 360 Youth, LLC, a Delaware limited liability company (“Transferee”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Distribution Agreement by and between Alloy, Inc. (“Alloy”) and dELiA*s, Inc. (“dELiA*s”) dated as of December 12, 2005 (the “Distribution Agreement”)
INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and among ALLOY, INC., SKATE DIRECT, LLC and dELiA*s, INC., solely for purposes of Sections 6.1(c), 6.2 and 10.13 Dated as of September 29, 2008Intellectual Property Purchase Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
INTELLECTUAL PROPERTY PURCHASE AGREEMENT, dated as of September 29, 2008 (this “Agreement”), by and among Alloy, Inc. a Delaware corporation (“Seller”), Skate Direct, LLC, a Delaware limited liability company (“Buyer”), and, solely for purposes of Sections 6.1(c), 6.2 and 10.13, dELiA*s, Inc., a Delaware corporation and the sole member of Buyer (“dELiA*s”). Buyer, Seller and, solely for purposes of Sections 6.1(c), 6.2 and 10.13, dELiA*s are referred to collectively herein as the “Parties.”
LEASE between MATANA LLC Landlord, and dELiA*s, Inc. Tenant. 50 West 23rd Street part of 9th floor and the entire 10th floor New York, New York 10010 as of August 14, 2006Lease • August 18th, 2006 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
THIS LEASE, dated as of the day of August, 2006, by and between Matana LLC, a Delaware limited liability company, having an address 530 Fifth Avenue, 18th Floor, New York, New York 10036 as Landlord and dELiA*s, Inc. a Delaware corporation, having an address at 50 West 23rd Street, New York, New York 10010, as tenant (the Person that holds the interest of the landlord hereunder at any particular time being referred to herein as “Landlord”; subject to Section 17.1(F) hereof, the Person that holds the interest of the tenant hereunder at any particular time being referred to herein as “Tenant”).
Media Placement Services AgreementMedia Placement Services Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Media Placement Services Agreement (this “Agreement”) is made as of the 29th day of September, 2008, by and between Alloy, Inc., a Delaware corporation (“Alloy”) and dELiA*s, Inc., a Delaware Corporation (“Buyer”). The “Effective Date” of this Agreement shall be February 1, 2009; provided, however, that this Agreement shall not become effective unless the closing under the Intellectual Property Purchase Agreement, dated as of September 29, 2008, by and among Alloy, Buyer and Skate Direct, LLC has occurred prior to the Effective Date.
TAX SEPARATION AGREEMENT between ALLOY, INC. and dELiA*S, INC. Dated as of December 19, 2005Tax Separation Agreement • December 23rd, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
TAX SEPARATION AGREEMENT, dated as of December 19, 2005, by and between Alloy, Inc., a Delaware corporation (“Alloy”), and dELiA*s, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 18th, 2014 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 18, 2014, among DELIA*S, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the “Guarantors”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”).
STOCKHOLDER RIGHTS AGREEMENT Dated as of December 19, 2005Stockholder Rights Agreement • May 16th, 2006 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
If any Person becomes an Acquiring Person, also known as a “Section 11(a)(ii) Event”, each holder of a Right will thereafter have the right to receive, upon exercise, that number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) which equals the exercise price of the Right divided by one-half of the current market price (as defined in the Rights Agreement) of the Common Stock at the date of the occurrence of the event. Notwithstanding any of the foregoing, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person will be null and void.
DISTRIBUTION AGREEMENT BY AND BETWEEN ALLOY, INC. AND dELiA*s, INC. DATED AS OF DECEMBER 9, 2005Distribution Agreement • December 12th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This DISTRIBUTION AGREEMENT, dated as of December 9, 2005 (this “Agreement”) is entered into by and among Alloy, Inc., a Delaware corporation (“Alloy”), and dELiA*s, Inc., a Delaware corporation (“dELiA*s”) and an indirect, wholly-owned subsidiary of Alloy. Terms with initial capital letters used herein without definition shall have the meanings given in Article I.
MICHELE DONNAN MARTINEmployment Agreement • May 5th, 2010 • dELiAs, Inc. • Retail-catalog & mail-order houses
As a follow-up to discussions among me, Walter and Paul Raffin, this letter confirms that I hereby waive the provisions of Section 10(d)(ii) of the Agreement upon the resignation, removal or replacement of dELiA*s, Inc.’s current Chief Executive Officer. I understand and agree that dELiA*s, Inc. is relying on such waiver.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2014 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 18, 2014, by and among dELiA*s, Inc., a Delaware corporation with headquarters located at 50 West 23rd Street, New York, New York 10010 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
dELiA*s, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 18th, 2014 • dELiAs, Inc. • Retail-catalog & mail-order houses • Delaware
This FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is dated as of February 18, 2014 and amends that certain Rights Agreement, dated as of December 19, 2005 (the “Rights Agreement”), by and between dELiA*s, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York limited liability trust company (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings set forth in the Rights Agreement.
May 30, 2013 Ms. Tracy GardnerEmployment Agreement • May 31st, 2013 • dELiAs, Inc. • Retail-catalog & mail-order houses
dELiA*s, Inc. Non-Competition and Confidentiality AgreementNon-Competition and Confidentiality Agreement • April 19th, 2007 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
In order to accept your offer of employment with dELiA*s, Inc., a Delaware corporation (“The Company”), you must sign and return this Non-Competition and Confidentiality Agreement (the “Agreement”).
PARTIAL ASSIGNMENT OF AMENDED AND RESTATED MEDIA SERVICES AGREEMENTPartial Assignment of Media Services Agreement • June 10th, 2013 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
PARTIAL ASSIGNMENT OF AMENDED AND RESTATED MEDIA SERVICES AGREEMENT, dated as of June 4, 2013 (this “Agreement”), by and among, Alloy, LLC, a Delaware limited liability company (as successor to Alloy, Inc.) (“Alloy”), Alloy Merchandise, LLC, a Delaware limited liability company (“AMLLC”), dELiA*s, Inc., a Delaware corporation and sole member of AMLLC (“dELiA*s”) and HRSH Acquisitions LLC, a New York limited liability company (“HRSH”). Each of Alloy, AMLLC, dELiA*s and HRSH are sometimes hereinafter referred to as a (“Party”) and collectively as the (“Parties”).
TEABISCUIT LICENSE AGREEMENTLicense Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This License Agreement (“Agreement”) is dated as of December , 2005 (the “Execution Date”) and is between dELiA*s, Inc. (“dELiA*s”) and Alloy, Inc. (“Alloy”).
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED WELLS FARGO RETAIL FINANCE LOAN AND SECURITY AGREEMENT II, LLCLoan and Security Agreement • May 29th, 2009 • dELiAs, Inc. • Retail-catalog & mail-order houses • Massachusetts
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) is made in consideration of the mutual covenants contained herein and benefits to be derived herefrom to the Second Amended and Restated Loan and Security Agreement dated May 17, 2006 (as amended and in effect, the “Loan Agreement”) among dELiA*s, Inc., a Delaware corporation with its principal executive offices at 50 West 23rd Street, New York, New York 10010, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), and the Borrowers, on the one hand, and Wells Fargo Retail Finance II, LLC, a Delaware limited liability company with offices at One Boston Place - 19th Floor, Boston, Massachusetts 02108 (the “Lender”), on the other hand.
March 27, 2013 Mr. Walter KilloughEmployment Agreement • March 28th, 2013 • dELiAs, Inc. • Retail-catalog & mail-order houses
ASSET PURCHASE AGREEMENT by and among Skate Direct, LLC, dELiA*s, Inc., Zephyr Acquisition, LLC, AND Foot Locker, Inc., solely for the purposes of Section 10.13(b) Dated as of September 29, 2008Asset Purchase Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
ASSET PURCHASE AGREEMENT, dated as of September 29, 2008 (this “Agreement”), by and among Skate Direct, LLC, a Delaware limited liability company (“Seller”), dELiA*s, Inc., a Delaware corporation and the sole member of Seller (“dELiA*s”), Zephyr Acquisition, LLC, a Wisconsin limited liability company (“Buyer”), and Foot Locker, Inc., a New York corporation (“Foot Locker”), solely for the purposes of Section 10.13(b). Buyer and Seller are referred to collectively herein as the “Parties.”
WELLS FARGO RETAIL FINANCE II, LLC One Boston Place, 19th Floor Boston, Massachusetts 02108Amended and Restated Loan and Security Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses
Reference is made to that certain Amended and Restated Loan and Security Agreement, dated as of October 14, 2004 (the “Loan Agreement”), by and among dELiA*s Assets Corp. (formerly known as dELiA*s Corp.), the other borrowers signatory thereto and Wells Fargo Retail Finance II, LLC (the “Lender”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Loan Agreement.
Letterhead of Olshan Grundman Frome Rosenzweig & Wolosky LLP] December 6, 2005Standby Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses
