INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and among ALLOY, INC., SKATE DIRECT, LLC and dELiA*s, INC., solely for purposes of Sections 6.1(c), 6.2 and 10.13 Dated as of September 29, 2008Intellectual Property Purchase Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
INTELLECTUAL PROPERTY PURCHASE AGREEMENT, dated as of September 29, 2008 (this “Agreement”), by and among Alloy, Inc. a Delaware corporation (“Seller”), Skate Direct, LLC, a Delaware limited liability company (“Buyer”), and, solely for purposes of Sections 6.1(c), 6.2 and 10.13, dELiA*s, Inc., a Delaware corporation and the sole member of Buyer (“dELiA*s”). Buyer, Seller and, solely for purposes of Sections 6.1(c), 6.2 and 10.13, dELiA*s are referred to collectively herein as the “Parties.”
Media Placement Services AgreementMedia Placement Services Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Media Placement Services Agreement (this “Agreement”) is made as of the 29th day of September, 2008, by and between Alloy, Inc., a Delaware corporation (“Alloy”) and dELiA*s, Inc., a Delaware Corporation (“Buyer”). The “Effective Date” of this Agreement shall be February 1, 2009; provided, however, that this Agreement shall not become effective unless the closing under the Intellectual Property Purchase Agreement, dated as of September 29, 2008, by and among Alloy, Buyer and Skate Direct, LLC has occurred prior to the Effective Date.
ASSET PURCHASE AGREEMENT by and among Skate Direct, LLC, dELiA*s, Inc., Zephyr Acquisition, LLC, AND Foot Locker, Inc., solely for the purposes of Section 10.13(b) Dated as of September 29, 2008Asset Purchase Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
ASSET PURCHASE AGREEMENT, dated as of September 29, 2008 (this “Agreement”), by and among Skate Direct, LLC, a Delaware limited liability company (“Seller”), dELiA*s, Inc., a Delaware corporation and the sole member of Seller (“dELiA*s”), Zephyr Acquisition, LLC, a Wisconsin limited liability company (“Buyer”), and Foot Locker, Inc., a New York corporation (“Foot Locker”), solely for the purposes of Section 10.13(b). Buyer and Seller are referred to collectively herein as the “Parties.”
AMENDMENT TO MEDIA SERVICES AGREEMENTMedia Services Agreement • September 29th, 2008 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
Amendment, dated as of September 29, 2008 (this “Amendment”), to the Media Services Agreement, dated as of February 15, 2006 (as amended from time to time, the “Agreement”), by and between Alloy, Inc., a Delaware corporation (“Alloy” or “Agent”), and dELiA*s, Inc., a Delaware corporation (“dELiA*s”). Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.
