EMPLOYMENT CONTRACT between BABYUNIVERSE, INC. and MICHAEL R. HULLEmployment Contract • December 4th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
THIS EMPLOYMENT CONTRACT (“Contract”) is made and entered as of the 28th day of November, 2006 between BABYUNIVERSE, INC., a Florida corporation (“Employer”), and Michael R. Hull (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2008 • Parent Co • Retail-nonstore retailers • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 18, 2008 by and between The Parent Company (the “Company”) and Christopher Cummings (the “Employee”).
THE PARENT COMPANY COMMON STOCK PURCHASE WARRANTParent Co • July 15th, 2008 • Retail-nonstore retailers • New York
THIS IS TO CERTIFY that LAMINAR DIRECT CAPITAL, L.L.C., a Delaware limited liability company, and its transferees, successors and assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled (i) to purchase from THE PARENT COMPANY, a Colorado corporation (the “Company”), at the price of $1.6453 per share (the “Exercise Price”), at any time after the date hereof (the “Commencement Date”) and expiring on July 10, 2018 (the “Expiration Date”), 2,970,009 shares of the fully paid and nonassessable Common Stock, par value $0.001 per share of the Company (as such number may be adjusted as provided herein). The 2,970,009 shares of Common Stock which may be purchased pursuant to this Warrant are referred to herein as the “Aggregate Number”, which represents the number of shares that as of the date hereof would constitute 12.0% of all issued and outstanding shares of Common Stock of the Company on a Fully Diluted basis.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 12, 2007 among eTOYS DIRECT, INC., MY TWINN, INC., BABYUNIVERSE, INC., POSHTOTS, INC., and DREAMTIME BABY, INC., as joint and several co-Borrowers; The Guarantors Party Hereto; The Lenders...Credit Agreement • October 18th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 12, 2007 (as it may be amended, restated, or otherwise modified from time to time, this “Agreement”), among eTOYS DIRECT, INC., a Delaware corporation (“eToys Direct”), MY TWINN, INC., a Delaware corporation (“My Twinn”), BABYUNIVERSE, INC., a Florida corporation (“BabyUniverse”), POSHTOTS, INC., a Virginia corporation (“PoshTots”), and DREAMTIME BABY, INC., a Florida corporation (“Dreamtime”), as Borrowers, the other Loan Parties party hereto, the Lenders party hereto and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 23rd, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • California
THIS STOCK PURCHASE AGREEMENT is made as of July 6, 2007, by and between BabyUniverse, Inc. (the “Company”), a corporation organized under the laws of the State of Florida, with its principal offices at 150 South U.S. Highway One, Suite 500, Jupiter, Florida 33477, and the purchaser whose name and address is set forth on the signature pages hereof (the “Purchaser”).
EMPLOYMENT CONTRACT between POSHBABY, INC. and KAREN BOOTH ADAMSEmployment Contract • May 15th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
THIS EMPLOYMENT CONTRACT (“Contract”) is made and entered as of the 13th day of January, 2006 between POSHBABY, INC., a Virginia corporation (“Employer”), and Karen Booth Adams (“Employee”).
THE PARENT COMPANY RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 1st, 2008 • Parent Co • Retail-nonstore retailers
This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of the Date of Grant set forth below and is between The Parent Company, a Colorado corporation (the “Company”), and the individual named as Grantee below (the “Grantee”).
AGREEMENT AND PLAN OF MERGER among BABYUNIVERSE, INC., BABY ACQUISITION SUB, INC., and ETOYS DIRECT, INC. Dated as of March 13, 2007Agreement and Plan of Merger • March 16th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2007 (this “Agreement”), by and among BabyUniverse, Inc., a Florida corporation (“Parent”), Baby Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and eToys Direct, Inc., a Delaware corporation (the “Company”).
ContractWarrant Agreement • August 24th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE PARENT COMPANY, LAMINAR DIRECT CAPITAL, L.L.C. AND JOHN C. TEXTOR DATED JULY 10, 2008Registration Rights Agreement • July 15th, 2008 • Parent Co • Retail-nonstore retailers • New York
This Agreement is made pursuant to the Investment Agreement, dated as of the date hereof by and among the Company, LDC, and the other parties signatory thereto (the “Investment Agreement”), and in consideration of Textor’s execution and delivery of a personal guaranty in favor of LDC in connection therewith.
BABYUNIVERSE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • Delaware
WHEREAS, the Former eToys Investors acquired, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of March 13, 2007, by and among the Company, Baby Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and eToys Direct, Inc., a Delaware corporation (“eToys”), as amended by that First Amendment to Agreement and Plan of Merger, dated as of September 12, 2007, and that Second Amendment to Agreement and Plan of Merger, dated as of September 20, 2007 (as so amended, the “Merger Agreement”), an aggregate of 15,522,081 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • California
THIS SECURITIES PURCHASE AGREEMENT is made as of May 24, 2007, by and between BabyUniverse, Inc. (the “Company”), a corporation organized under the laws of the State of Florida, with its principal offices at 150 South U.S. Highway One, Suite 500, Jupiter, Florida 33477, and the purchaser whose name and address is set forth on the signature pages hereof (the “Purchaser”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 20th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 13, 2006 by and among (i) POSHBABY, INC., a Virginia Corporation (“Purchaser”); (ii) POSH TOTS, L.L.C., a Virginia limited liability company (the “Company”); and (iii) KAREN BOOTH ADAMS and MICHAEL DRU ADAMS, being all of the members of the Company (Karen and Dru collectively, the “Members” and the Members, together with the Company, the “Selling Parties”). Certain other capitalized terms used herein are defined in Article XI and throughout this Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • May 1st, 2008 • Parent Co • Retail-nonstore retailers • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “Amendment”) is entered into as of January 8, 2008, by and among the Borrowers party hereto, the Loan Guarantors party hereto (and together with the Borrowers, the “Loan Parties”), the Required Lenders party hereto, and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent for the Lenders under the Credit Agreement described below (the “Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
This Subscription Agreement (this “Agreement”) is entered into as of September 22, 2006 by and between BabyUniverse, Inc., a Florida corporation (together with its successors and permitted assigns, the “Issuer”), and the undersigned investor (together with its successors and permitted assigns, the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 9.1.
THE PARENT COMPANY GRANTEE STOCK OPTION AGREEMENTGrantee Stock Option Agreement • May 1st, 2008 • Parent Co • Retail-nonstore retailers
This Stock Option Agreement set forth below (this “Agreement”) is dated as of the Date of Grant set forth below and is between The Parent Company, a Colorado corporation (the “Company”), and the individual named as Grantee below (the “Grantee”).
October 31, 2008 The Parent CompanyInvestment Agreement • November 6th, 2008 • Parent Co • Retail-nonstore retailers
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers
This is Amendment No. 1, dated November 10, 2006, to the Employment Agreement dated as of July 11, 2005 (the “Employment Agreement”), between Georgianne K. Brown (“Employee”) and BabyUniverse, Inc. (“Employer”).
ASSIGNMENT AND ACCEPTANCE AGREEMENTAssignment and Acceptance Agreement • December 17th, 2008 • Parent Co • Retail-nonstore retailers
This ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of December 12, 2008 (this “Assignment”) is among (i) The CIT Group/Business Credit, Inc. in its capacity as the sole lender under the Credit Agreement referenced below (in such capacity, the “Existing Lender”) and its capacity as administrative agent and collateral agent under the Credit Agreement (in such capacity, the “Existing Agent”), (ii) D. E. Shaw Laminar Portfolios, L.L.C., in its capacity as the successor lender (in such capacity, the “Successor Lender”), (iii) D. E. Shaw Laminar Lending 3 (C), L.L.C., in its capacity as the successor administrative agent and collateral agent (in such capacity, the “Successor Agent”), (iv) D. E. Shaw Laminar Lending, Inc., in its capacity as guarantor under the Shaw Guaranty (as defined below) (in such capacity, the “Shaw Guarantor”; the Shaw Guarantor, together with the Successor Lender and the Successor Agent, are collectively referred to herein as “Shaw”), (v) The Parent Company, BabyUniver
October 31, 2008 The Parent CompanyParent Co • November 6th, 2008 • Retail-nonstore retailers
December 4, 2008Parent Co • December 10th, 2008 • Retail-nonstore retailers
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Utah
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2006, by and among Majestic Media, LLC, a Utah limited liability company (“Majestic”), Grace Enterprises, L.L.C., a Utah limited liability company (“Grace”) and BabyUniverse, Inc., a Florida Corporation, and its successors and assigns (the “Purchaser”), provides for the purchase and sale of certain assets used in, and the business and goodwill related to, the Company’s ownership and operation of (i) the websites www.epregnancy.com and www.epregnancymagazine.com, and (ii) the print magazine titled ePregnancy (collectively, the “Business”). Grace and Majestic are referred to herein individually and collectively as the “Company.”
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 15th, 2008 • Parent Co • Retail-nonstore retailers • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 10, 2008, by and among the Borrowers party hereto, the Loan Guarantors party hereto (and together with the Borrowers, the “Loan Parties”), the Required Lenders party hereto, and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent for the Lenders under the Credit Agreement described below (the “Administrative Agent”).
THE CIT GROUP/BUSINESS CREDIT, INC. LOS ANGELES, CA 90071 December 14, 2007Babyuniverse, Inc. • December 18th, 2007 • Retail-nonstore retailers
Reference is made to that certain Amended and Restated Credit Agreement dated as of October 12, 2007 (the “Credit Agreement”) among eToys Direct, Inc. (“eToys Direct”), My Twinn, Inc. (“My Twinn”), BabyUniverse, Inc. (“BabyUniverse”), PoshTots, Inc. (“PoshTots”), and Dreamtime Baby, Inc. (“Dreamtime”, and collectively with eToys Direct, My Twinn, BabyUniverse and PoshTots, the “Borrowers”), the other Loan Parties party thereto, The CIT Group/Business Credit, Inc., in its capacity as the sole “Lender” thereunder (the “Sole Lender”), and The CIT Group/Business Credit, Inc., in its capacities as the Administrative Agent and Collateral Agent thereunder (the “Administrative Agent”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Credit Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE PARENT COMPANY, LAMINAR DIRECT CAPITAL, L.L.C. AND JOHN C. TEXTOR DATED JULY 10, 2008 AMENDED AND RESTATED AS OF OCTOBER 31, 2008Registration Rights Agreement • November 6th, 2008 • Parent Co • Retail-nonstore retailers • New York
This Agreement is made pursuant to the Investment Agreement, dated as of July 10, 2008 by and among the Company, LDC, and the other parties signatory thereto (the “Investment Agreement”), and in consideration of Textor’s execution and delivery of a personal guaranty in favor of LDC in connection therewith.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • Colorado
This EMPLOYMENT AGREEMENT is made and entered into as of this st day of , by and between eToys Direct, Inc. (the “Company”) and (the “Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 23rd, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • California
THIS STOCK PURCHASE AGREEMENT is made as of June 13, 2007, by and between BabyUniverse, Inc. (the “Company”), a corporation organized under the laws of the State of Florida, with its principal offices at 150 South U.S. Highway One, Suite 500, Jupiter, Florida 33477, and the purchaser whose name and address is set forth on the signature pages hereof (the “Purchaser”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 7th, 2008 • Parent Co • Retail-nonstore retailers • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 1, 2008, by and among the Borrowers party hereto, the Loan Guarantors party hereto (and together with the Borrowers, the “Loan Parties”), the Required Lenders party hereto, and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent for the Lenders under the Credit Agreement described below (the “Administrative Agent”).
STOCK PURCHASE AGREEMENT Dated as of September 13, 2005 by and between BABYUNIVERSE, INC. and MICHAEL LAIKENStock Purchase Agreement • September 16th, 2005 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of September 13, 2005, by and between BABYUNIVERSE, INC., a Florida corporation (“Buyer”) and MICHAEL LAIKEN, an individual resident of California (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties”.
SUBSCRIPTION AND LOAN SATISFACTION AGREEMENTSubscription and Loan Satisfaction Agreement • September 7th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
This Subscription and Loan Satisfaction Agreement (this “Agreement”) is entered into as of September 5, 2007 by and between BabyUniverse, Inc., a Florida corporation (the “Company”), and Lydian Trust Company (“Lydian”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 5.1.
AMENDMENT TO COMMON STOCK PURCHASE WARRANT TO PURCHASE 84,500 SHARES OF COMMON STOCK OF BABYUNIVERSE, INC.Common Stock Purchase • May 15th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers
This Amendment (the “Amendment”) to the Common Stock Purchase Warrant (the “Warrant Agreement”) dated August 8, 2005 issued by BabyUniverse, Inc. to GunnAllen Financial, Inc. is made by BabyUniverse, Inc. and GunnAllen Financial, Inc. (the “Parties”).
INVESTMENT AGREEMENT dated as of July 10, 2008 by and among THE PARENT COMPANY, BABYUNIVERSE, INC., ETOYS DIRECT, INC., POSHTOTS, INC., DREAMTIME BABY, INC., and MYTWINN, INC., as Borrowers, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and...Investment Agreement • July 15th, 2008 • Parent Co • Retail-nonstore retailers • New York
THIS INVESTMENT AGREEMENT is made and entered into as of July 10, 2008, among THE PARENT COMPANY, a Colorado corporation (“Parent”), BABYUNIVERSE, INC., a Colorado corporation (“BabyUniverse”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), POSHTOTS, INC., a Colorado corporation (“PoshTots”), DREAMTIME BABY, INC., a Colorado corporation (“Dreamtime”), MY TWINN, INC., a Colorado corporation (“My Twinn”, and collectively with Parent, BabyUniverse, eToys Direct, PoshTots and Dreamtime, the “Borrowers”), the other guarantors from time to time party hereto (the “Guarantors”), LAMINAR DIRECT CAPITAL, L.L.C., a Delaware limited liability company, as a Lender and in its capacity as collateral agent in the manner and to the extent described in Article XI hereof (in such capacity, the “Agent” or the “Collateral Agent”) and the financial institutions identified as Lenders on the signature pages hereto, and the other lenders from time to time party hereto (collectively, the “Lenders”
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • New York
This Subscription Agreement (this “Agreement”) is entered into as of August 30, 2007 by and between BabyUniverse, Inc., a Florida corporation (the “Issuer”), and CIBC World Markets Corp., a Delaware corporation (“CIBC”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 5.1.
LOAN AGREEMENTLoan Agreement • January 5th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida
THIS LOAN AGREEMENT (this “Agreement”) dated as of December 29, 2006, between BabyUniverse, Inc., a Florida corporation (“Borrower or BabyUniverse”), and Lydian Private Bank (the “Lender”).
The Parent CompanyParent Co • December 17th, 2008 • Retail-nonstore retailers
