THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

dELiA*s, Inc. (DLIA)

5/15/2006 Proxy Information

Backstop Agreement with MLF Investments, LLC

In connection with the rights offering, which we completed in February 2006, we entered into a Standby Purchase Agreement (the “Backstop Agreement”), dated as of September 7, 2005, with Alloy, Inc. and MLF Investments, LLC (“MLF”), which is controlled by the Chairman of our Board of Directors, Matthew L. Feshbach. As of March 15, 2006, MLF was the beneficial owner of approximately 17.11% of our outstanding common stock by virtue of the ownership of such stock by MLF Offshore Portfolio Company, L.P., for which MLF is the investment advisor. Pursuant to the Backstop Agreement, MLF agreed to, either directly or through one or more of its affiliated investment funds (the “MLF Funds”), exercise its pro rata share of the rights issued as part of the rights offering and to backstop the rights offering. The closing for the transactions contemplated by the Backstop Agreement was held on February 23, 2005.

Pursuant to the Backstop Agreement, MLF, either directly or through one or more of the MLF Funds, exercised its pro rata share of the rights issued as part of the rights offering and purchased an additional 651,220 shares of our common stock, which represented all of the shares that remained unsold after the expiration of the rights offering. MLF purchased these additional shares at the same $7.43 per share subscription price paid by other stockholders in the rights offering. As compensation for its agreement to backstop the rights offering, MLF received a non-refundable fee for $50,000 and we issued to MLF a warrant (the “MLF Warrant”) to purchase 215,343 shares of our common stock at an exercise price of $7.43 per share.

In connection with the Backstop Agreement, we also entered into a registration rights agreement with MLF under which we agreed, at our expense, to file with the SEC one or more registration statements covering the resale of the shares of common stock purchased by MLF or the MLF Funds in the rights offering and the shares issuable upon exercise of the MLF Warrant. We agreed in the registration rights agreement to bear all expenses of the registration of the shares of common stock purchased by MLF and the MLF Funds or issuable upon exercise of the MLF Warrant including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws. The selling stockholders in such registration will pay all underwriting discounts and selling commissions and expenses, brokerage fees and transfer taxes, as well as the fees and disbursements of counsel to and experts for the selling stockholders, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, or the selling stockholders will be entitled to contribution to the extent we are unable to provide such indemnification. We will be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders for use in the prospectus prepared in connection with any such registration, and we will be entitled to contribution to the extent they are unable to provide such indemnification.

The Private Placement

Robert E. Bernard, our Chief Executive Officer, Walter Killough, our Chief Operating Officer, David Desjardins, our Chief Stores Officer, Cathy McNeal, our General Merchandise Manager—Retail, and Andrew L. Firestone, our Vice President Finance, purchased an aggregate of 161,507 shares of our common stock in a private placement that closed in December 2005, for an aggregate purchase price of $1.2 million.

In connection with the closing of the private placement, we entered into a resale registration rights agreement with the purchasers under which we agreed to file with the SEC at our expense one or more registration statements covering the resale of the shares of common stock purchased by them in the private placement. We agreed in the registration rights agreement to bear all expenses of the registration of the shares of common stock sold in the private placement including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws. The selling stockholders in such registration will pay all underwriting discounts and selling commissions and expenses, brokerage fees and transfer taxes, as well as the fees and disbursements of counsel to and experts for the selling stockholders, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, or the selling stockholders will be entitled to contribution to the extent we are unable to provide such indemnification. We will be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholders for use in the prospectus prepared in connection with any such registration, and we will be entitled to contribution to the extent they are unable to provide such indemnification.