In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
eTOYS DIRECT 1, LLC, et al.,
1
) Case No. 08-13412-BS
)
Debtors. ) (Jointly Administered)
)
) Re: Docket No. 155
ORDER APPROVING SELECTION OF STALKING HORSE,
BREAK-UP FEE AND EXPENSE REIMBURSEMENT, AND RELATED
RELIEF IN CONNECTION WITH SALE OF ASSETS OF DEBTOR POSHTOTS, INC.
Upon the motion, dated January 23, 2009 (the "Motion"), of cToys Direct I, LLC, et
ul., the above-captioned debtors and debtors-in-possession (each, a "Debtor," and collectively, the
"Debtors"), for entry of an order pursuant to sections 105 and 363 of the Bankruptcy Code
2
to,
among other things, approve the selection of Posh Ventures, LLC, as stalking horse bidder for the
Posh Tots Assets pursuant to the terms of the Posh Tots APA, approve the Break-Up Fee, approve the
Expense Reimbursement, and approve the Overbid; and notice of the Motion being sufficient and no
further notice needing to be given; and the Debtors having articulated good and sufficient reasons for
granting the Motion; and af\er due deliberation, and sufficient cause appearing therefor, it is hereby
ORDERED that the Motion is hereby granted to the extent set forth herein; and it is
further
1
The Debtors in these cases, along with the last four digits of each Debtors' federal tax identification number, if
applicable, are: eToys Direct I, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Drearntime Baby.
Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3, LLC (N/A);
Gift Acquisition, L.L.C. (0297); and My Twinn. Inc. (!842). The address for each of the Debtors is 717 17'" Street, Suite
1300, Denver, CO 80202, with the exception of PoshTots, Inc., the address for which is 5500 Cox Road, Suite M, Glenn
Allen, VA 23060.
2
Capiializcd terms not otherwise defined herein shall have the meaning given them in the Motion.
I
68781-001\DOCS_DE: 144100.3
ORDERED that Posh Ventures is approved as the stalking horse for the Posh Tots
Assets as upon the terms and conditions of the PoshTots APA; and it is further
ORDERED that the Break-Up as requested in the Motion and upon the terms and
conditions of the PoshTots APA is approved, and the Debtors are authorized to pay Posh Ventures
the Break-Up fee from the proceeds of a sale to a competing bidder; and it is further
ORDERED that the Expense Reimbursement requested in the Motion and upon the
terms and conditions of the PoshTots APA is approved, and the Debtors are authorized to pay Posh
Ventures the Expense Reimbursement fee from the proceeds of a sale to a competing bidder; and it
is further
ORDERED that the Overbid is approved, and any further initial bid for the Poshlots
Assets must be in an amount not less than $560,000; and it is further
ORDERED that the Bid Procedures as previously approved by this Court are
otherwise unaft'ected by this Order; and it is further
ORDERED that notwithstanding Bankruptcy Rule 6004, this Order shall be effective
and enforceable immediately upon entry and its provisions shall be self-executing; and it is further
ORDERED that the Court shall retain jurisdiction over any matter or dispute arising
from or relating to the implementation of this Order.
2
6S7Sl _DE, 144100.3