BABYUNIVERSE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2007 • D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. • 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”);
JOINT FILING AGREEMENTJoint Filing Agreement • October 18th, 2007 • D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. • Retail-nonstore retailers
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D/A (including amendments thereto) with respect to the common stock, par value $0.001 per share, of BabyUniverse, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINDER AGREEMENTJoinder Agreement • October 18th, 2007 • D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. • Retail-nonstore retailers • Delaware
This JOINDER AGREEMENT (this “Joinder Agreement”) to the Merger Agreement (defined below), dated October 12, 2007, is from the party identified on the signature page hereto (the “Joining Party”).
