X0202 4 2004-08-10 0 0001080359 ALLOY INC ALOY 0001053442 GRAHAM PETER C/O ALLOY, INC. 151 WEST 26TH STREET, 11TH FLOOR NEW YORK NY 10001 1 0 0 0 Common Stock 2004-08-10 4 A 0 50000 0.01 A 54000 D Series B Preferred Stock 30 D Stock Option (Right to Buy) 4.26 2004-08-10 4 A 0 5000 0.01 A 2014-08-10 Common Stock 5000 110000 D Warrant (Right to Buy) 12.46 2005-06-15 CommonStock 8306 8306 D Convertible Preferred Stock (Right to Convert) 11.70 Common Stock 30447 30447 D 50,000 shares granted as Restricted Stock under the Company?s Amended and Restated 1997 Employee, Director and Consultant Stock Option and Stock Incentive Plan. Pursuant to the Restricted Stock Agreement under which the grant was made, the Company has the right to repurchase the shares if the grantee leaves the Company?s Board of Directors, which repurchase right will lapse, with respect to 16,667 shares, on February 1, 2005, with respect to an additional 16,667 shares on February 1, 2006 and, with respect to all 50,000 shares, on February 1, 2007. Vests as to 1,250 shares on each of February 1, 2005, February 1, 2006, February 1, 2007 and February 1, 2008. Subject to adjustment as provided in the Certificate of Designation filed by Alloy, Inc. with the Delaware Secretary of State on June 15, 2001. The convertible preferred stock became convertible upon issuance. The maturity date for the convertible preferred stock is June 15, 2005. /s/ Peter M. Graham 2004-08-11