AGREEMENT AND PLAN OF MERGER dated as of June 23, 2010 among ALLOY, INC., ALLOY MEDIA HOLDINGS, L.L.C. and LEXINGTON MERGER SUB INC.Merger Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of June 23, 2010 by and among Alloy, Inc., a Delaware corporation (the “Company”), Alloy Media Holdings, L.L.C., a Delaware limited liability company (“Parent”), and Lexington Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
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
This 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.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), is entered into as of June 23, 2010, by and among Alloy Media Holdings, L.L.C., a Delaware limited liability company (the “Buyer”), the stockholders listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”), and, solely for the purposes of Section 4.4 hereof, Alloy, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
LIMITED GUARANTEE, dated as of June 23, 2010 (this “Limited Guarantee”), by ZM Capital, L.P. (the “Guarantor”) in favor of Alloy, Inc. (the “Guaranteed Party”).
TERMINATION AGREEMENTTermination Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of June 23, 2010, by and among Alloy, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on the signature pages hereto (collectively, the “Stockholders”).
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
This AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT (this “Amendment No. 1”) is made and entered into as of June 23, 2010, by and between Alloy, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not herein defined shall have the meanings ascribed thereto in the Stockholder Rights Agreement, dated as of April 14, 2003, by and between the Company and the Rights Agent (the “Rights Agreement”).
TERMINATION AGREEMENTTermination Agreement • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of June 23, 2010, by and among Alloy, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on the signature pages hereto (collectively, the “Stockholders”).
