AGREEMENT AND PLAN OF MERGER among BABYUNIVERSE, INC., BABY ACQUISITION SUB, INC., and ETOYS DIRECT, INC. Dated as of March 13, 2007Agreement and Plan of Merger • March 23rd, 2007 • eToys Direct, Inc. • Retail-nonstore retailers • Delaware
VOTING AGREEMENTVoting Agreement • March 23rd, 2007 • eToys Direct, Inc. • Retail-nonstore retailers • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of March 13, 2007, is entered into by and among eToys Direct, Inc., a Delaware corporation (the “Company”), and the individuals and other parties listed on Schedule A hereto (each, a “Stockholder”, and collectively, the “Stockholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2007 • eToys Direct, Inc. • 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 (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.
