STOCK EXCHANGE AND MERGER AGREEMENT, BY AND AMONG iVILLAGE INC., VIRTUE ACQUISITION CORPORATION 2, HEALTHCENTERSONLINE, INC. AND THE STOCKHOLDERS OF HEALTHCENTERSONLINE, INC. LISTED ON THE SIGNATURE PAGES HERETOMerger Agreement • April 14th, 2005 • Ivillage Inc • Periodicals: publishing or publishing & printing • New York
This STOCK EXCHANGE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2005, by and among iVillage Inc., a Delaware corporation (“Parent”), Virtue Acquisition Corporation 2, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), HealthCentersOnline, Inc., a Delaware corporation (the “Company”), Joshua Hamby, as the Stockholders’ Agent and individually, and certain of the stockholders (each a “Signing Stockholder” and collectively the “Signing Stockholders”) of the Company, each as identified on Schedule A hereto as “Signing Stockholders.” Schedule B hereto sets forth a list of the terms defined herein and the section where the terms are defined.
