THE PARENT COMPANY COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 15th, 2008 • Parent Co • 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.
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.
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”).
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”
