D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. Sample Contracts

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BABYUNIVERSE, INC. REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Joint 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.

DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • January 8th, 2009 • D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. • Retail-nonstore retailers • New York

THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 30, 2008, among ETOYS DIRECT 1, LLC, a Delaware limited liability company (“eToys 1”), THE PARENT COMPANY, a Colorado corporation (“Parent”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), BABYUNIVERSE, INC., a Colorado corporation (“BabyUniverse”), POSHTOTS, INC., a Colorado corporation (“PoshTots”), DREAMTIME BABY, INC., a Colorado corporation (“Dreamtime”), MY TWINN, INC., a Colorado corporation (“My Twinn”), ETOYS DIRECT 2, LLC, a Delaware limited liability company (“eToys 2”), ETOYS DIRECT 3, LLC, a Delaware limited liability company (“eToys 3”), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (“Gift”, and collectively with Parent, eToys 1, eToys Direct, BabyUniverse, PoshTots, Dreamtime, My Twinn, eToys 2, and eToys 3, the “Borrowers”), D. E. SHAW LAMINAR LENDING 3 (C), L.L.C.

JOINDER AGREEMENT
Joinder 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”).

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