EXHIBIT 10.1
PARTIAL ASSIGNMENT OF AMENDED AND RESTATED
MEDIA SERVICES AGREEMENT
PARTIAL ASSIGNMENT OF AMENDED AND RESTATED MEDIA SERVICES AGREEMENT, dated as of
June 4, 2013 (this "Agreement"), by and among, Alloy, LLC, a Delaware limited
liability company (as successor to Alloy, Inc.) ("Alloy"), Alloy Merchandise,
LLC, a Delaware limited liability company ("AMLLC"), dELiA*s, Inc., a Delaware
corporation and sole member of AMLLC ("dELiA*s") and HRSH Acquisitions LLC, a
New York limited liability company ("HRSH"). Each of Alloy, AMLLC, dELiA*s and
HRSH are sometimes hereinafter referred to as a ("Party") and collectively as
the ("Parties").
WHEREAS, AMLLC, dELiA*s and HRSH are parties to that certain Asset Purchase
Agreement, dated as of the date hereof (the "Asset Purchase Agreement"); and
WHEREAS, pursuant to the Asset Purchase Agreement, the Parties have agreed to a
partial assignment and assumption of that certain Amended and Restated Media
Services Agreement, dated as of November 8, 2010 and amended as of May 6, 2011
(the "MSA"), by and between dELiA*s and Alloy.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
representations, warranties, covenants and agreements herein contained and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the Parties
hereby agree as follows:
1. Assignment and Assumption; Continued Performance.
(a) From and after the date hereof, dELiA*s hereby irrevocably assigns, sells,
transfers and sets over to HRSH all right, title and interest of dELiA*s in and
to the MSA to the extent pertaining to the business of marketing and selling
branded junior apparel, dresses, accessories, swimwear, footwear and outerwear
to young women via catalogs and the Internet under the Alloy name, any AMLLC
domain name owned by AMLLC prior to the date hereof or through the Alloy
Licensed URL (as defined in the MSA) (the "Business") including, without
limitation, those portions of any jointly held right, title or interest between
dELiA*s and AMLLC pertaining thereto. HRSH hereby assumes all of the liabilities
and obligations of dELiA*s arising after the date hereof under those portions of
the MSA pertaining to the Business including, without limitation, those portions
of any joint obligations between dELiA*s and AMLLC pertaining thereto and any
and all liabilities and obligations relating to any services provided to, by or
on behalf of the Business pursuant to the MSA from and after the date hereof.
(b) Alloy agrees to provide to HRSH all of the services that were provided to
the Business immediately prior to the date hereof by Alloy under the MSA
(whether the provision of such service is characterized in the MSA as such or
otherwise) in accordance with the terms and conditions of the MSA and Alloy
further agrees to apportion all costs and expenses relating to the services
provided to dELiA*s and HRSH under the MSA following the date hereof between
such parties based upon such arrangement and invoice each of the parties
directly.
2. dELiA*s Liabilities. Any and all liabilities and obligations of dELiA*s