WOOZYFLY, INC. New York, NY, 10001 August 28, 2009Woozyfly Inc. • August 31st, 2009 • Retail-catalog & mail-order houses
This letter will confirm the recent discussions we have had with you relative to the proposed exchange of 26,293,075 shares of common stock, $.001 par value per share, of Acquiror (“Shares”) and the issuance of Dilutive Securities as set forth in Schedule A (“Dilutive Securties”) for all, of the issued and outstanding voting capital stock of Acquiree. The objective of our discussions has been the execution and consummation, as soon as feasible and subject to the Bankruptcy Court Approval, of a formal agreement between Acquiror and Acquiree (the "Acquisition Agreement") which, among other things, would provide for the various matters set forth below:
