Common Contracts

ASSET PURCHASE AGREEMENT BY AND AMONG

Asset Purchase Agreement • February 2nd, 2009 • Delaware

• Contract Type
  Asset Purchase Agreement
• Filed
  February 2nd, 2009
• Jurisdiction
  Delaware

THIS ASSET PURCHASE AGREEMENT, dated as of January , 2009 (this “Agreement”), is entered into by and among THE PARENT COMPANY, a Colorado corporation (“Parent”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), ETOYS DIRECT 1, LLC, a Delaware limited liability company (“eToys 1”), ETOYS DIRECT 2, LLC, a Delaware limited liability company (“eToys 2”), ETOYS DIRECT 3, LLC, a Delaware limited liability company (“eToys 3”), 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”), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (“Gift”, and collectively with Parent, eToys Direct, eToys 1, eToys 2, and eToys 3, BabyUniverse, PoshTots, Dreamtime, and My Twinn, “Sellers”), and VERTICAL AXIS INC., a Barbados company (“Buyer”).