AGREEMENT AND PLAN OF MERGER BY AND AMONG ALLOY, INC., ALLOY ACQUISITION SUB, LLC, SCONEX, INC., THE STOCKHOLDERS OF SCONEX, INC. AND JOSHUA J. SCHANKER, As Representative of the Stockholders of Sconex, Inc. Dated as of March 27, 2006Merger Agreement • March 29th, 2006 • Alloy Inc • Retail-catalog & mail-order houses • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 27, 2006, is made by and among ALLOY, INC., a Delaware corporation (“Parent”), ALLOY ACQUISITION SUB, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (the “Buyer”), SCONEX, INC., a Delaware corporation (the “Company”), all of the stockholders of the Company as set forth on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”) and JOSHUA J. SCHANKER, as the representative of the Stockholders (the “Representative”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2006 • Alloy Inc • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2006, is made by and among ALLOY, INC., a Delaware corporation (“Parent”), each Person listed on Schedule A (each, a “Stockholder” and collectively, the “Stockholders”) and JOSHUA J. SCHANKER, as representative and agent of the Stockholders (the “Representative”).
