0000950148-07-000208 Sample Contracts

SUBSCRIPTION AND LOAN SATISFACTION AGREEMENT
Subscription 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.

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SUBSCRIPTION AGREEMENT
Subscription 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.

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 7th, 2007 • Babyuniverse, Inc. • Retail-nonstore retailers • California

This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of September 5, 2007 by and among the signatories hereto. All capitalized terms used in this Amendment which are not herein defined shall have the same meanings ascribed to them in the Agreement (as defined infra).

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