0001275287-06-004975 Sample Contracts

SUBSCRIPTION AGREEMENT

Subscription Agreement • September 28th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers • Florida

• Contract Type
  Subscription Agreement
• Filed
  September 28th, 2006
• Company
  Babyuniverse, Inc.
• Industry
  Retail-nonstore retailers
• Jurisdiction
  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.

Registration Rights Agreement Dated as of September 22, 2006 (the “Effective Date”)

Registration Rights Agreement • September 28th, 2006 • Babyuniverse, Inc. • Retail-nonstore retailers

• Contract Type
  Registration Rights Agreement
• Filed
  September 28th, 2006
• Company
  Babyuniverse, Inc.
• Industry
  Retail-nonstore retailers

WHEREAS, BabyUniverse, Inc., a Florida corporation (the “Company”), has entered into a Subscription Agreement of even date herewith (the “Subscription Agreement”) with Wyndcrest BabyUniverse Holdings II, LLC and Wyndcrest BabyUniverse Holdings III, LLC (the “Purchasers”);