EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 19, 2001, by and among Alloy Online, Inc., a Delaware corporation, with headquarters located at 151 West 26th Street, New York, NY 10001 (the...Registration Rights Agreement • June 21st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJune 21st, 2001 Company Industry Jurisdiction
INDENTURE BETWEENIndenture • October 17th, 2003 • Alloy Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledOctober 17th, 2003 Company Industry Jurisdiction
EXHIBIT 99.2 ESCROW AGREEMENT This Escrow Agreement ("Agreement"), dated as of December 1, 1999, is entered into by and among Alloy Online, Inc., a Delaware corporation ("Alloy"), Alloy Acquisition Corporation, a Delaware corporation and a wholly...Escrow Agreement • December 21st, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
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ALLOY, INCPurchase Agreement • May 27th, 2004 • Alloy Inc • Retail-catalog & mail-order houses • New York
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Exhibit 99.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 19, 2001, by and among Alloy Online, Inc., a Delaware corporation, with headquarters located at 151 West 26th Street, 11th Floor, New York,...Securities Purchase Agreement • June 21st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJune 21st, 2001 Company Industry Jurisdiction
Exhibit 10.17 STOCKHOLDERS AGREEMENT AGREEMENT made this 24th day of November, 1998, by and among (i) Alloy Designs, Inc., a Delaware corporation (the "Company"), (ii) James K. Johnson, Jr., Matthew C. Diamond and Samuel A. Gradess (each a "Founder"...Stockholders Agreement • March 10th, 1999 • Alloy Online Inc • Delaware
Contract Type FiledMarch 10th, 1999 Company Jurisdiction
EXHIBIT 10.1 SERVICES AGREEMENT Alloy Online, Inc. has omitted from this Exhibit 10.1 portions of the Agreement for which Alloy Online, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the...Services Agreement • June 14th, 2000 • Alloy Online Inc • Retail-misc general merchandise stores • Virginia
Contract Type FiledJune 14th, 2000 Company Industry Jurisdiction
Confidential Execution Copy AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ALLOY ONLINE, INC., CASS COMMUNICATIONS, INC., AND ALAN M. WEISMAN Dated as of July 3, 2001 Confidential TABLE OF CONTENTS ARTICLE I...Agreement and Plan of Reorganization • July 10th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledJuly 10th, 2001 Company Industry Jurisdiction
1 Alloy Online, Inc. has omitted from this Exhibit 10.27 portions of the Agreement for which Alloy Online, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential...Indemnification Agreement • March 24th, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
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Exhibit 10.38 ALLOY DESIGNS, INC. Series A Convertible Preferred Stock Purchase Agreement Dated as of November 24, 1998 2 ALLOY DESIGNS, INC. Series A Convertible Preferred Stock Purchase Agreement Dated as of November 24, 1998 Table of ContentsAlloy Online Inc • March 10th, 1999 • Delaware
Company FiledMarch 10th, 1999 Jurisdiction
ARTICLE I DEFINITIONSAsset Purchase Agreement • December 21st, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
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Exhibit 10.23 NON-QUALIFIED STOCK OPTION AGREEMENT ALLOY ONLINE, INC. AGREEMENT made as of July 19, 2000 between Alloy Online, Inc. (the "Company"), a Delaware corporation, and Robert Bell (the "Participant"). WHEREAS, the Company desires to grant to...Non-Qualified Stock Option Agreement • May 1st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledMay 1st, 2001 Company Industry Jurisdiction
EXHIBIT 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE II, LLCAlloy Inc • December 10th, 2004 • Retail-catalog & mail-order houses • Massachusetts
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OF ALLOY, INC.Alloy Inc • May 1st, 2003 • Retail-catalog & mail-order houses • New York
Company FiledMay 1st, 2003 Industry Jurisdiction
EXHIBIT 99.1 LEASE AGREEMENT BY AND BETWEEN BIKE LAND, LLCLease Agreement • December 17th, 2001 • Alloy Inc • Retail-catalog & mail-order houses • Indiana
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Exhibit 10.22 INCENTIVE STOCK OPTION AGREEMENT ALLOY ONLINE, INC. AGREEMENT made as of July 19, 2000 between Alloy Online, Inc. (the "Company"), a Delaware corporation, and Robert Bell, an employee of the Company (the "Employee"). WHEREAS, the Company...Incentive Stock Option Agreement • May 1st, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
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ALLOY, INC. ANDEmployment Agreement • May 27th, 2004 • Alloy Inc • Retail-catalog & mail-order houses • New York
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AGREEMENTAgreement • January 29th, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New York
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FORM OF UNDERWRITING AGREEMENT May __, 1999Underwriting Agreement • May 7th, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • New York
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RECITALSOffice Lease • May 1st, 2002 • Alloy Inc • Retail-catalog & mail-order houses
Contract Type FiledMay 1st, 2002 Company Industry
Exhibit 10.37 SUBLEASE AGREEMENT This Sublease Agreement (the "SUBLEASE AGREEMENT"), dated as of November 26, 2001, is by and between MARKETSOURCE, INC. (the "TENANT") and ALLOY ACQUISITION SUB, INC. (the "Sublessee"). WHEREAS, Tenant and MARTIN D....Sublease Agreement • May 1st, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New Jersey
Contract Type FiledMay 1st, 2002 Company Industry Jurisdiction
AMONGAcquisition Agreement • July 31st, 2003 • Alloy Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledJuly 31st, 2003 Company Industry Jurisdiction
BY AND AMONG ALLOY, INC.,Alloy Online Inc • October 15th, 2001 • Retail-catalog & mail-order houses • Illinois
Company FiledOctober 15th, 2001 Industry Jurisdiction
1 EXHIBIT 10.26 MASTER LEASE AGREEMENT This Master Lease Agreement (the "Lease") dated March 11, 1998 is between Ronald Demer, an individual, with offices at 121 Talleyrand Drive, Wilmington DE 19810-3947, (the "Lessor"), and Alloy Designs, Inc., a...Master Lease Agreement • March 24th, 1999 • Alloy Online Inc • Retail-misc general merchandise stores • Delaware
Contract Type FiledMarch 24th, 1999 Company Industry Jurisdiction
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ALLOY ONLINE, INC., ALLOY ACQUISITION SUB, INC., KUBIC MARKETING, INC., AND SWI HOLDINGS, LLC Dated as of July 17, 2000 TABLE OF CONTENTSAlloy Online Inc • August 2nd, 2000 • Retail-misc general merchandise stores • Delaware
Company FiledAugust 2nd, 2000 Industry Jurisdiction
RECITALSEscrow Agreement • February 7th, 2000 • Alloy Online Inc • Retail-misc general merchandise stores • Massachusetts
Contract Type FiledFebruary 7th, 2000 Company Industry Jurisdiction
EXHIBIT 10.2 MASTER SERVICES AGREEMENT This Master Services Agreement (the "AGREEMENT") dated as of FEBRUARY 1, 2002, by and between NEWROADS, Inc. ("NEWROADS"), a Delaware corporation with a principal place of business at 75 Holly Hill Lane,...Master Services Agreement • June 14th, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJune 14th, 2002 Company Industry Jurisdiction
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 14th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledAugust 14th, 2001 Company Industry Jurisdiction
STANDARD FORM OFFICE LEASE BETWEENOffice Lease Agreement • September 14th, 2001 • Alloy Online Inc • Retail-catalog & mail-order houses
Contract Type FiledSeptember 14th, 2001 Company Industry
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.Agreement and Plan of Merger • June 28th, 2010 • Alloy Inc • Services-advertising agencies • Delaware
Contract Type FiledJune 28th, 2010 Company Industry JurisdictionThis 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”).
SUBLEASESublease • September 16th, 2002 • Alloy Inc • Retail-catalog & mail-order houses
Contract Type FiledSeptember 16th, 2002 Company Industry
ALLOY, INC.,Asset Purchase Agreement • December 11th, 2001 • Alloy Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledDecember 11th, 2001 Company Industry Jurisdiction
BACKGROUND:Construction Loan Agreement • December 10th, 2004 • Alloy Inc • Retail-catalog & mail-order houses
Contract Type FiledDecember 10th, 2004 Company Industry
ALLOY, INC. COMMON STOCKUnderwriting Agreement • February 20th, 2002 • Alloy Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledFebruary 20th, 2002 Company Industry Jurisdiction
April 19, 1999 Matthew C. Diamond 4 East 30th Street, Apt. 4B New York, NY 10016 Re: Employment Agreement Dear Mr. Diamond: This letter is to confirm our understanding with respect to your employment by Alloy Online, Inc. (the "Company') (the terms...Alloy Online Inc • April 22nd, 1999 • Retail-misc general merchandise stores • New York
Company FiledApril 22nd, 1999 Industry Jurisdiction