Notice of Termination of Preliminary Definitive Agreement between GIA Investments Corp. and Baby Trend, Inc.

Summary

GIA Investments Corp. has formally notified Baby Trend, Inc. that it is terminating their Preliminary Definitive Agreement, originally effective December 25, 2011. The termination is due to the failure to raise the first tranche of consideration by the July 15, 2012 deadline, as required by the agreement. GIA Investments Corp. also disclaims any responsibility to potential investors who attended presentations or received information about Baby Trend, Inc. in connection with this agreement.

EX-1.1 2 giaexh1_1.htm GIA 8K, NOTICE OF TERMINATION OF AGREEMENT giaexh1_1.htm

Exhibit 1.1
 
 
NOTICE OF TERMINATION OF PRELIMINARY DEFINITIVE AGREEMENT
 
 
 
To: Baby Trend, Inc.
Attention: Denny Tsai
From: GIA Investments Corp.
RE. Termination of Preliminary Definitive Agreement
Date: January 9, 2013
 
 
Notice is hereby given, pursuant to the provisions of Paragraph 22 of that certain written Preliminary Definitive Agreement effective December 25, 2011, that GIA Investments Corp., hereby terminates that Preliminary Definitive Agreement, for the reasons specified hereinafter.  Pursuant to the provisions of Paragraph 22 of that Preliminary Definitive Agreement, that Preliminary Definitive Agreement may be terminated prior to entering into the Final Definitive Agreement (that term is defined by the provisions of that Preliminary Definitive Agreement) by either party, if the first tranche of the Consideration (that term is provided by the provisions of that Preliminary Definitive Agreement) has not been raised by July 15, 2012. The first tranche of the Consideration was not raised by July 15, 2012. Accordingly, GIA Investments Corp. hereby terminates that Preliminary Definitive Agreement in its entirety.
 
Additionally, GIA Investments Corp. disclaims any responsibility or liability to any and all prospective purchasers of securities of Baby Trend, Inc. which (i) attended the “roadshow” conducted by GIA Investments Corp. or (ii) were furnished information regarding Baby Trend, Inc., written or verbal, including, but not limited to, correspondence, memorandums, reports, financial statements, opinions, representations, warranties or other documents, relating to or in connection with investment opportunities regarding the securities of Baby Trend, Inc.
 
 
 
 
By:
/s/ Heer Haiao  
    Heer Hsiao, Managing Director