X0202 4 2005-05-10 0 0001080359 ALLOY INC ALOY 0001106085 JOHNSON JAMES K JR C/O ALLOY, INC. 151 W. 26TH ST., 11TH FLOOR NEW YORK NY 10001 1 1 0 0 President, CFO and COO Common Stock 2005-05-10 4 A 0 10000 0.01 A 1107457 D 10,000 shares of restricted stock were issued under the Company?s Amended and Restated 1997 Employee, Director and Consultant Stock Option and Stock Incentive Plan, as amended, and are subject to the Company?s right of repurchase in certain circumstances outlined in a restricted stock agreement between the grantee and the Company. The Company?s right of repurchase with respect to these 10,000 shares of restricted stock lapses with respect to 2,500 shares on February 1, 2006, with respect to an additional 2,500 shares on February 1, 2007, with respect to an additional 2,500 shares on February 1, 2008 and with respect to all 10,000 shares on February 1, 2009. /s/ James K. Johnson, Jr. 2005-05-12