0001193125-06-095430 Sample Contracts

Alloy, Inc. Non-Competition and Confidentiality Agreement
Alloy Inc • May 1st, 2006 • Retail-catalog & mail-order houses • New York

In order to accept your offer of employment with Alloy Inc., a Delaware corporation (the “Company”), you must sign and return this Non-Competition and Confidentiality Agreement (the “Agreement”).

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Alloy Online, Inc. Non-Competition and Confidentiality Agreement
Alloy Inc • May 1st, 2006 • Retail-catalog & mail-order houses • New York

In order to accept your offer of employment with Alloy Online, Inc. (the “Company”, which term shall include any subsidiaries or affiliates of Alloy Designs, Inc.), you must sign and return this Non-Competition and Confidentiality Agreement (the “Agreement”). No provision of this Agreement shall be construed to create an express or implied employment contract, or a promise of employment for a specific period of time, and the Company may terminate your employment at any time, with or without cause (i.e., you are an “at-will” employee).

SECOND SUPPLEMENTAL INDENTURE Between ALLOY, INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee Dated as of December 5, 2005
Second Supplemental Indenture • May 1st, 2006 • Alloy Inc • Retail-catalog & mail-order houses • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of December 5, 2005 (this “Second Supplemental Indenture”), between ALLOY, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 151 West 26th Street, 11th Floor, New York, NY 10001 (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee”), having its principal corporate trust office at Deutsche Bank Trust Company Americas, Trust & Security Services, 60 Wall Street, 27th Floor, New York, NY 10005.

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