HUDSON RIVER CO-INVESTMENT FUND, L.P. c/o Hamilton Lane Advisors, L.L.C.Equity Purchase Agreement • July 21st, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJuly 21st, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
NPE CASPIAN I B, L.P. c/o Natixis Caspian Private Equity New York, NY 10151 Attention: Nitin Gupta June 23, 2010Equity Purchase Agreement • July 21st, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJuly 21st, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
PRIVATE EQUITY DIRECT PARTNERSHIP II (QP), LP c/o GenSpring Family Offices Atlanta, GA 30308 Attention: Hayley Haley June 23, 2010Equity Purchase Agreement • July 21st, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJuly 21st, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
ZM CAPITAL, L.P. c/o ZM Capital Management, L.L.C. New York, NY 10036 Attention: Andrew Vogel June 23, 2010Equity Purchase Agreement • July 21st, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJuly 21st, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
ZM CAPITAL, L.P. c/o ZM Capital Management, L.L.C. New York, NY 10036 Attention: Andrew Vogel June 23, 2010Equity Purchase Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJune 28th, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
NPE CASPIAN I B, L.P. c/o Natixis Caspian Private Equity New York, NY 10151 Attention: Nitin Gupta June 23, 2010Equity Purchase Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJune 28th, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
PRIVATE EQUITY DIRECT PARTNERSHIP II (QP), LP c/o GenSpring Family Offices Atlanta, GA 30308 Attention: Hayley Haley June 23, 2010Equity Purchase Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJune 28th, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
HUDSON RIVER CO-INVESTMENT FUND, L.P. c/o Hamilton Lane Advisors, L.L.C.Equity Purchase Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJune 28th, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
ROSEMONT SOLEBURY CO-INVESTMENT FUND, L.P. ROSEMONT SOLEBURY CO-INVESTMENT FUND (OFFSHORE), L.P. c/o Rosemont Capital, LLC New York, NY 10013 Attention: Jonathan Kelly June 23, 2010Equity Purchase Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJune 28th, 2010 Company Industry JurisdictionThis letter agreement sets forth the commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to purchase the equity of Alloy Media Holdings, L.L.C., a newly formed limited liability company organized under the laws of the State of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Alloy, Inc. (the “Company”), Parent and Lexington Merger Sub Inc., the Company will become a wholly owned subsidiary of Parent (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.