X0303 4 2010-04-08 0 0001080359 ALLOY INC ALOY 0001106084 DIAMOND MATTHEW C C/O ALLOY, INC. 151 WEST 26TH STREET, 11TH FLOOR NEW YORK NY 10001 1 1 0 0 Chairman and CEO Common Stock 2010-04-08 4 A 0 43168 0.01 A 778245 D Common Stock 2010-04-08 4 A 0 45942 0.01 A 824187 D Stock Option (Right 8.50 2010-04-08 4 A 0 100940 0.00 A 2011-04-08 2020-04-08 Common Stock 100940 467095 D 43,168 shares granted as Restricted Stock under the Company's Amended and Restated 2007 Employee, Director and Consultant Stock Incentive Plan. Pursuant to the Restricted Stock Agreement under which this grant was made, the Company has the right to repurchase the shares under certain circumstances, which repurchase right will lapse with respect to 14,389 shares on each of March 30, 2011 and 2012, and with respect to 14,390 shares on March 30, 2013. 45,942 shares granted as restricted stock under the Company's Amended and Restated 2007 Employee, Director and Consultant Stock Incentive Plan. Pursuant to the restricted stock agreement under which this grant was made, the Company has the right to repurchase the shares under certain circumstances, which repurchase right will lapse when the average closing price of the Company's common stock exceeds $9.94 per share for ten consecutive trading days ollowing the grant date, provided that one-third of such shares shall vest no earlier than March 30, 2011, one-third shall vest no earlier than March 30, 2012 and the final one-third shall vest no earlier than March 30, 2013. One-third of the options granted vest on each of April 8, 2011, 2012 and 2013. /s/ Matthew C. Diamond 2010-04-12