HUDSON RIVER CO-INVESTMENT FUND, L.P. c/o Hamilton Lane Advisors, L.L.C.Letter Agreement • July 21st, 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 • July 21st, 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 • July 21st, 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”).
