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.
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.
dELiA*s, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2005 • dELiAs, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 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”).
COMMON STOCK PURCHASE AGREEMENT by and among dELiA*s, Inc. (the “Company”) and the Investors set forth on Schedule A hereto Dated as of August 29, 2005Common Stock Purchase Agreement • September 7th, 2005 • dELiAs, Inc. • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 29, 2005 by and between dELiA*s, a Delaware corporation (the “Company”), and the investors set forth on Schedule A attached hereto (each an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • September 7th, 2005 • dELiAs, Inc. • New York
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
dELiA*s, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2005 • dELiAs, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and between dELiA*s, Inc., a Delaware corporation (the “Company”), and MLF Investments LLC, a Delaware limited liability company (the “Investor”).
