STOCK EXCHANGE AND MERGER AGREEMENT, BY AND AMONG iVILLAGE INC., VIRTUE ACQUISITION CORPORATION, HEALTHOLOGY, INC. AND THE STOCKHOLDERS OF HEALTHOLOGY, INC. LISTED ON THE SIGNATURE PAGES HERETO January 7, 2005Stock Exchange and Merger Agreement • January 13th, 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 January 7, 2005, by and among iVillage Inc., a Delaware corporation (“Parent”), Virtue Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Healthology, Inc., a Delaware corporation (the “Company”), Steven Haimowitz, as the Stockholders’ Agent, 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.
NON-QUALIFIED OPTION AGREEMENT (Consultant) under the HEALTHOLOGY, INC. STOCK OPTION PLANNon-Qualified Option Agreement • January 13th, 2005 • Ivillage Inc • Periodicals: publishing or publishing & printing
