REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2009 • Ramius LLC • Retail-catalog & mail-order houses • New York
If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2009 • Ramius LLC • Retail-catalog & mail-order houses
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on January 2, 2009 (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Woozyfly Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
