GROUP TERMINATION AGREEMENT
Exhibit
7
This Group Termination Agreement (this
“Agreement”) is made as of April 16, 2010, by and among SRB Management, L.P., a
Texas limited partnership; BD Media Investors LP, a Texas limited partnership;
SRB Greenway Opportunity Fund, (QP), L.P. a Texas limited partnership; SRB
Greenway Opportunity Fund, L.P., a Texas limited partnership; BC Advisors, LLC,
a Texas limited liability company; Xxxxxx X. Xxxxxx; Xxxxxxx X. Xxxxxxx;
Xxxxxxxxxx Capital Partners, Inc., a Texas corporation; Xxxxxxxxxx Capital
Partners LDC, a Cayman Islands limited duration company; Global Undervalued
Securities Fund, L.P., a Delaware limited partnership; Global Undervalued
Securities Fund (QP), L.P., a Delaware limited partnership; Global Undervalued
Securities Fund, Ltd., a Cayman Islands exempted company; Global Undervalued
Securities Master Fund, L.P., a Cayman Islands exempted limited partnership; and
Xxxx X. Xxxxxxxxxx.
WHEREAS, the undersigned entered into a
Joint Filing Agreement, dated December 17, 2009 (the “Joint Filing Agreement”)
whereby the undersigned formed a “group” for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to
shares of common stock (the “Common Stock”) of Alloy, Inc., a Delaware
corporation (the “Company”) and agreed to take certain actions as a “group”;
and
WHEREAS, the undersigned wish to
terminate their status as a “group” and the Joint Filing Agreement as of the
date hereof.
NOW, THEREFORE, in consideration of the
mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
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1.
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The
parties hereto hereby terminate their status as a “group” for purposes of
Section 13(d)(3) of the Exchange Act with respect to the Common Stock of
the Company as of the date hereof.
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2.
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The
parties hereto hereby terminate the Joint Filing Agreement as of the date
hereof; provided that such termination shall not relieve any party hereto
from liability under the Joint Filing Agreement incurred prior to such
termination.
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3.
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This
Agreement may be executed in counterparts, each of which shall be deemed
an original and all of which, taken together, shall constitute but one and
the same instrument, which may be sufficiently evidenced by one
counterpart.
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4.
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This
Agreement shall be interpreted in accordance with and governed by the laws
of the State of New York.
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5.
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Except
as otherwise set forth in this Agreement, this Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their
permitted successors and assigns, and nothing herein, express or implied,
is intended to or shall confer upon any other person or entity, any legal
or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement. No party hereto may assign any of its rights or
obligations under this Agreement to any person without the prior written
consent of the other parties
hereto.
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[Signature page
follows]
IN
WITNESS WHEREOF, the undersigned have executed and delivered this agreement as
of the date first written
above.
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By:
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BC
Advisors, LLC, its general partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Co-managing Member
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BD
MEDIA INVESTORS LP
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By:
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SRB
Management, L.P., its general partner
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By:
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BC
Advisors, LLC, its general partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Co-managing Member
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SRB
GREENWAY OPPORTUNITY FUND, (QP), L.P.
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By:
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SRB
Management, L.P., its general partner
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By:
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BC
Advisors, LLC, its general partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Co-managing Member
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SRB
GREENWAY OPPORTUNITY FUND, L.P.
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By:
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SRB
Management, L.P., its general partner
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By:
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BC
Advisors, LLC, its general partner
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Co-managing Member
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BC
ADVISORS, LLC
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Co-managing Member
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XXXXXX
X. XXXXXX
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/s/
Xxxxxx X. Xxxxxx
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XXXXXXX
X. XXXXXXX
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/s/
Xxxxxxx X. Xxxxxxx
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XXXXXXXXXX
CAPITAL PARTNERS, INC.
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxxxxxxxx
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Title: President
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XXXXXXXXXX
CAPITAL PARTNERS LDC
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxxxxxxxx
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Title: Managing
Director
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GLOBAL
UNDERVALUED SECURITIES FUND, L.P.
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By:
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Xxxxxxxxxx
Capital Partners, Inc., its investment manager
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxxxxxxxx
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Title: President
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GLOBAL
UNDERVALUED SECURITIES FUND (QP), L.P.
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By:
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Xxxxxxxxxx
Capital Partners, Inc., its investment manager
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxxxxxxxx
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Title: President
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GLOBAL
UNDERVALUED SECURITIES FUND LTD.
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxxxxxxxx
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Title: Director
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GLOBAL
UNDERVALUED SECURITIES MASTER FUND, L.P.
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By:
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Global
Undervalued Securities, L.P., its general partner:
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By:
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Xxxxxxxxxx
Capital Partners, Inc., its investment manager
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name: Xxxx
X. Xxxxxxxxxx
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Title: President
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XXXX
X. XXXXXXXXXX
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/s/
Xxxx X. Xxxxxxxxxx
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