AGREEMENT AND PLAN OF MERGER BY AND AMONG WEBMD HEALTH CORP., CHARLOTTE’S CORPORATION AND MARKETING TECHNOLOGY SOLUTIONS INC. September 12, 2008Agreement and Plan of Merger • November 10th, 2008 • WebMD Health Corp. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2008 by and among WebMD Health Corp., a Delaware corporation (“Parent”), Charlotte’s Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”) and Marketing Technology Solutions Inc., a Delaware corporation (collectively, the “Company”) and Jay Goldberg and Russell Planitzer, each solely in their capacity as the Securityholder Representatives hereunder.
