VOTING TRUST AGREEMENT
Agreement dated as of September 19, 1995 by and among Xxxxxxx Xxxxxxxxx
(the "Trustee"), Xxxxx Xxxxx (the "Successor Trustee"), certain owners and
holders of the common stock, par value $.0005 per share (the "Common Stock"), of
iVillage Inc., a Delaware corporation (the "Company"), who are (by execution
hereof and deposit of Common Stock made contemporaneously with the delivery
hereof) parties hereto (the "Original Depositors"), and such owners and holders
of shares of Common Stock as may hereafter become parties hereto (the
"Subsequent Depositors") (the Original Depositors and Subsequent Depositors
collectively, the "Stockholders"). (For the purpose of this Agreement, "Shares"
shall mean and include Common Stock and any other securities of the Company
having general voting power for the election of directors.)
1. Deposit of Stock.
(1) The Original Depositors have deposited with the Trustee
certificates, receipt of which is hereby acknowledged, representing the shares
of Common Stock originally issued to them by the Company. The Original
Depositors shall deposit with the Trustee any other certificates for Common
Stock and other Shares which may be subsequently acquired by them during the
term of this Agreement. All such certificates deposited hereunder shall be duly
endorsed to the Trustee, or accompanied by such instruments of transfer as to
enable the Trustee to cause such certificates to be transferred into the name of
the Trustee, as hereinafter provided.
(2) From time to time during the term of this Agreement, any other
stockholder of the Company may become a party to this Agreement by assigning,
transferring and depositing with the Trustee certificates representing his
Common Stock and other Shares and depositing with the Trustee his agreement
adhering to this Agreement. Each such other stockholder who shall so assign,
transfer and deposit such certificates and agreement shall thereby assent and
become a party to this Agreement (defined above as a Subsequent Depositor),
with the same force and effect as if such person had in fact executed this
Agreement. The Subsequent Depositors shall deposit with the Trustee any other
certificates for Common Stock and other Shares which may be subsequently
acquired by them during the term of this Agreement. All such certificates
deposited hereunder shall be duly endorsed to the Trustee, or accompanied by
such instruments of transfer as to enable the Trustee to cause such certificates
to be transferred into the name of the Trustee, as hereinafter provided.
2. Issuance of Stock to Trustee. The Trustee shall cause all
certificates representing Shares deposited with him to be surrendered to and
cancelled by the Company and a new certificate or certificates therefor to be
issued on the books of the Company to himself, as Trustee, and delivered to
himself, as Trustee. All certificates issued hereunder representing Shares shall
be registered in the name of the Trustee, as Trustee and shall bear legend to
the effect that they are issued pursuant to and subject to this Agreement. The
Trustee shall request the Company to note that fact on the books of the Company.
Thereupon, the Trustee may vote and act with respect to the Shares so issued to
the Trustee in accordance with the terms and conditions of this Agreement. The
Trustee shall cause the Shares to be transferred on the books of the Company as
may be necessary from time to time as a result of any change in the identity of
the Trustee as hereinafter provided.
3. Issuance of Voting Trust Certificates. The Trustee, in exchange for
certificates representing Shares deposited with the Trustee pursuant to
paragraph 1 hereof, shall promptly issue and deliver to each Stockholder
appropriate voting trust certificates ("Voting Trust Certificates"), in the form
attached hereto as Exhibit A, representing, in the aggregate, the number of
shares of Common Stock delivered to the Trustee by such Stockholder. Each
Stockholder shall have the right to receive separate Voting Trust Certificates
in exchange for any particular stock certificate or certificates designated by
such Stockholder.
4. Transfer of Voting Trust Certificates.
(1) The Trustee shall keep or cause to be kept at the offices of the
Company or of its counsel or at such other place as the Trustee shall advise the
Stockholders in writing a record of all Voting Trust Certificates issued by the
Trustee, whether as an original issue in exchange for Shares deposited, or upon
transfer and exchange for Voting Trust Certificates surrendered. The Trustee
shall also fix and determine a place within the State of New York, or any other
state in the continental United States, at which such record books shall be kept
and at which the Voting Trust Certificates may be transferred. The records so
kept or caused to be kept by the Trustee shall conform, as nearly as may be
practicable, to the form of stock ledger or statutory stock books which would be
used by a corporation or a transfer agent under similar circumstances and shall
be available at reasonable hours for inspection by the holders of Voting Trust
Certificates.
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(2) Each Stockholder's Voting Trust Certificates and the rights
represented thereby shall be freely transferable, subject, however, to any
applicable agreements restricting transfer, by each of the Stockholders by
delivery of the Voting Trust Certificate accompanied either by an assignment in
writing on the back of the certificate in the form of Exhibit B hereto or by a
written power of attorney to sell, assign and transfer such Voting Trust
Certificate on the books of the Trustee, signed by the person appearing as the
registered holder thereof. All Voting Trust Certificates surrendered shall be
cancelled forthwith. The Trustee may, in his discretion, treat the registered
holder of any Voting Trust Certificates as the owner thereof for all purposes
whatsoever and shall not be affected by any notice to the contrary, except that
delivery of Common Stock or any other Shares held by the Trustee upon the
expiration or termination hereof shall not be made without the surrender of the
Voting Trust Certificates representing the same, properly endorsed for
surrender. In connection with and as a condition precedent to the making or
permitting of any transfer of any Voting Trust Certificate, the Trustee may
require payment of a sum sufficient to pay or reimburse him for any transfer tax
or other governmental charge incident thereto. Each transferee of a Voting Trust
Certificate issued hereunder shall, by acceptance thereof, assent to an become a
party to this Agreement, and such acceptance shall have the same force and
effect as if such transferee had in fact executed this Agreement.
(3) If any Voting Trust Certificate shall be come mutilated, lost,
stolen or destroyed, the Trustee, under such conditions with respect to
indemnity and otherwise as he, in his discretion, may prescribe, may provide
for the issuance of a new Voting Trust Certificate in lieu of such lost, stolen
or destroyed Voting Trust Certificate or in exchange for such mutilated Voting
Trust Certificate.
(4) Any holder of Voting Trust Certificates may exchange such Voting
Trust Certificates for Voting Trust Certificates of other denominations
representing the same aggregate number and class of Shares in accordance with
such rules and restrictions as to authorized denominations as may be established
by the Trustee for that purpose
5. Withdrawal by Stockholders.
(1) At any time and from time to time after the consummation of the
first underwritten public offering for the account of the Company pursuant to a
registration statement covering Common Stock filed under the Securities Act of
1933,
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as amended, at an offering price per share of Common Stock to the public of not
less than the amount obtained by dividing $75,000,000 by the number of shares of
Common Stock outstanding immediately after such public offering and with
aggregate proceeds (net of underwriting discounts and commissions) to the
Company of not less than $10,000,000, a Stockholder may withdraw any or all of
his Shares from this Voting Trust for the sole purpose of selling or otherwise
disposing of such Shares. The Trustee shall, as promptly as possible following
receipt of written notice from a Stockholder of his intention to dispose of any
Shares, accompanied by the surrender of the Voting Trust Certificates
representing the Shares covered by the notice, deliver to such withdrawing
Stockholder such Shares, free of trust and equivalent in amount to the Shares
represented by the Voting Trust Certificates so surrendered.
(2) In the event any of the Shares withdrawn pursuant to preceding
sub-paragraph are not disposed of by the Stockholder within 30 days after
receipt from the Trustee, the Stockholder shall re-deposit such Shares with the
Trustee in the same manner as deposits of Shares are made pursuant to paragraph
1 hereof.
6. Powers and Duties of Trustee,
(1) While this Agreement is in effect, the Trustee, in his sole
discretion, in person or by proxy, shall have the full and unqualified right and
power to vote the Shares, held by him hereunder, to waive notice of meetings, to
take part in or consent to any corporate or stockholders' action of any kind
whatsoever, to enter into agreement for the voting of Shares with stockholders
of the Company, and otherwise to act in respect of any and all such Shares in
the same manner and to the same extent as if he were the absolute owner thereof
in his own right; provided, however, that the Trustee shall have no right or
authority to pledge or otherwise encumber, or to sell, transfer, or otherwise
dispose of any Shares deposited hereunder.
(2) The Trustee may employ counsel and such agents as he may deem
necessary, desirable or convenient, may remove them at pleasure, and may fix the
powers, duties and compensation of such agents and attorneys. The Trustee shall
be reimbursed by the holders of Voting Trust Certificates, pro rata in
proportion to the number of such certificates held by them, for fees and
disbursements paid by the Trustee to such agents and attorneys and for any other
of his ordinary and necessary expenses in carrying out this Agreement upon
submission to such holders of vouchers for such payment.
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(3) The Trustee shall serve as such without compensation. He may, in
his individual capacity, serve as a director, officer and/or agent of the
Company or any subsidiary of, or company controlled by or affiliated with, the
Company and receive compensation therefor.
(4) The Trustee or any person, firm or corporation in which he may have
an interest or with which he is affiliated or in any way related may, for his or
its own account: purchase and sell securities of the Company or any subsidiary
of, or company controlled by or affiliated with, the Company; purchase any
property (including, without limitation, securities or rights or warrants to
acquire securities of other corporations) owned by the Company or any such other
company; or be interested in any such purchase or sale. No contract or other
transaction between the Company or any such other company; or be interested in
any such purchase or sale. No contract or other transaction between the Company
or any subsidiary of, or company controlled by or affiliated with, the Company
and the Trustee, or any person, firm or corporation in which the Trustee may be
interested or with which he may be affiliated or in any way related, shall be
rendered invalid by the fact of his being a party thereto or being interested in
or affiliated with or related to such person, firm or corporation; and the
Trustee and any such person, firm or corporation are hereby relieved from any
liability by reason of the making of any contract or participating in any
transaction wherein such Trustee, or any such person, firm or corporation, may
be interested.
(5) The Trustee may act in person or by proxy or otherwise through
agents as he in his sole discretion shall determine.
7. Distributions.
(1) The Trustee shall promptly pay over such cash dividends as may be
paid upon the Common Stock or any other Shares held by him hereunder to the then
registered holders of Voting Trust Certificates according to the respective
interests of such holders therein at the time fixed by the Company for the
taking of a record to determine those holders of Shares entitled to receive such
dividends.
(2) If the Trustee is entitled to receive any such cash dividend, he
may give the Company a certified list of the names and addresses of the then
registered holders of Voting Trust Certificates, which list shall contain an
appropriate indication of the number of Common Stock and any other shares
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of the Company-represented by the Voting Trust Certificates registered in the
name of each holder at the time fixed by the Company for the taking of a record
to determine those holders of its shares entitled to receive such cash
dividends; and the Trustee shall then cause the Company to make such
distribution, on behalf of the Trustee, directly to such registered holders of
the Voting Trust Certificates.
(3) If any dividend is paid upon the Common Stock or any other Shares
held by the Trustee hereunder, in whole or in part, in stock of the Company
having voting powers, the Trustee shall likewise hold, subject to the terms of
this Agreement, the certificates for stock which are received by the Trustee on
account of such dividend, and each Voting Trust Certificate shall thereafter
represent such stock received by the Trustee with respect to those Shares then
represented by such Voting Trust Certificate.
8. Reorganization or Dissolution.
(1) If during the term hereof, the Company shall merge into or
consolidate with another corporation or corporations, or there shall be a
reorganization or recapitalization of the Company or all or substantially all of
the assets of the Company are transferred to another corporation, any stock
received by the Trustee in exchange for or with respect to Common Stock or other
Shares then held by the Trustee hereunder as a result of such merger,
consolidation, recapitalization, reorganization or transfer shall be held by the
Trustee in accordance with the terms hereof. The Trustee may, in his discretion,
issue and deliver Voting Trust Certificates representing such stock to the then
registered holders of Voting Trust Certificates as their interests shall appear,
against surrender by such holders of any Voting Trust Certificates registered in
their name with respect to Common Stock or other Shares which were surrendered
by the Trustee pursuant to the terms of such merger, consolidation,
recapitalization, reorganization or transfer.
(2) In the event of the dissolution or total or partial liquidation of
the Company, whether voluntary or involuntary, the Trustee shall receive the
moneys, securities, rights, or property to which the holders of the shares of
the Company deposited hereunder are entitled, and shall distribute the same
among the registered holders of Voting Trust Certificates in proportion to their
interests, as shown by the books of the Trustee.
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9. Liability and Indemnification of Trustee.
(1) The Trustee shall not incur any responsibility, as stockholder,
trustee or otherwise, for any mistake, act or omission of any agent or attorney
or by reason of any action of any kind taken or omitted by him in connection
with his duties as Trustee, except for his own willful malfeasance.
(2) Except to the extent herein otherwise specifically provided, the
Stockholders (whether or not they shall then be holders of Voting Trust
Certificates) hereby jointly and severally indemnify and agree to hold harmless
the Trustee for any and all damages, liabilities, losses, costs or expenses
incurred or sustained by the Trustee by reason of his being a registered holder
of any of the Common Stock or any other Shares or other securities of the
Company held by the Trustee or by reason of any action taken or omitted by him
in connection with his duties as Trustee, except for his own willful malfeasance
or gross negligence.
(3) The provisions of this paragraph 8 shall survive the termination of
this Agreement and the resignation or removal or death of any person who shall
have acted as Trustee hereunder.
10. Resignation of Trustee and Appointment of Successor
(1) The Trustee may resign at any time by giving written notice of his
resignation to the then holders of the Voting Trust Certificates issued
hereunder. Unless rescinded, the resignation of the Trustee will take effect ten
(10) days after the date of mailing of such notice.
(2) If the Trustee shall die, resign, or become unable to perform the
duties of Trustee hereunder during the existence of this Voting Trust, then
Xxxxx Xxxxx shall be his successor as trustee (defined above as the Successor
Trustee). If, upon any such occurrence affecting the Trustee, the Successor
Trustee shall be unable or unwilling to accept the trust hereunder, or if the
Successor Trustee, as Trustee, shall die, resign, or become unable to perform
the duties of Trustee during the existence of this Voting Trust, then this
Voting Trust shall terminate in accordance with paragraph 11 below.
(3) The Successor Trustee, as Trustee, shall have the rights, powers,
duties and obligations that the Trustee hereunder has.
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11. Termination of Voting Trust Agreement.
(1) This Agreement and the Voting Trust established hereunder shall
terminate in the event neither the Trustee nor the Successor Trustee, as
Trustee, is able or willing to perform the duties of Trustee hereunder, unless
earlier terminated (a) by the Trustee giving written notice to the Stockholders
which shall take effect 10 days after the date of mailing of such notice, or (b)
by written agreement among all the Stockholders.
(2) Upon the termination of this Voting Trust, the Trustee shall cause
to be delivered to each registered holder of Voting Trust Certificates, in
exchange for and upon surrender of the Voting Trust Certificates then
outstanding, the Common Stock and any other Shares represented by the Voting
Trust Certificates so surrendered.
(3) Notwithstanding the termination of this Agreement, the Trustee
shall thereafter have the power to take or cause to be taken such further or
other action as he may deem necessary or desirable to conclude the duties
imposed upon him hereunder.
12. Notices. All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by certified mail, return
receipt requested, postage prepaid, to the parties hereto at the following
addresses or to such other address as any party hereto shall hereafter specify
by notice to the other party or parties hereto:
(a) If to a holder of voting Trust Certificates hereunder, to such
holder's address as it appears on the record books of the Trustee.
(b) If to the Trustee, to his at the principal office of the Company
or at such other location as the Trustee may designate by
written notice to all Stockholders.
13. Filing of Voting Trust Agreement. A copy of this Agreement shall be
filed in the principal office of the Company and in the registered office of the
Company in Delaware, and it shall be open to inspection daily during business
hours by any holder of Voting Trust Certificates and any shareholder of the
Company.
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14. Miscellaneous.
(1) This Agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their legal representatives and successors. This
Agreement shall not be assignable by any party.
(2) This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument. It shall not be necessary that every counterpart of
this Agreement be executed by all the parties hereto so long as each counterpart
is executed by the Trustee and by one or more of the other parties hereto and so
long as each of the parties hereto shall sign at least two counterparts, one of
which shall be delivered to the Trustee.
(3) Whenever necessary, the Trustee may issue voting Trust Certificates
for fractional Shares.
(4) The pronouns used herein shall be construed as masculine, feminine
or neuter, and in the singular or plural, as the sense requires.
(5) The invalidity or unenforceability of any term or provision of this
Agreement shall not affect the validity or enforceability of any other term or
provision of this Agreement.
(6) The validity of this Agreement or any part thereof and the
interpretation of all provisions shall be governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Voting Trust
Agreement on the day and year first above written.
/s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Xxxxxxx Xxxxxxxxx, Trustee
/s/ Xxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxxx, Successor Trustee
/s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Xxxxxxx Xxxxxxxxx, Original Depositor
/s/ Xxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxxx, Original Depositor
/s/ Xxxxxx Xxxxxxx
-------------------------------------------
Xxxxxx Xxxxxxx, Original Depositor
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EXHIBIT A
THIS CERTIFICATE IS ISSUED PURSUANT TO, AND THE RIGHTS OF THE HOLDER HEREOF ARE
SUBJECT TO AND LIMITED BY, THE TERMS OF THE VOTING TRUST AGREEMENT REFERRED TO
IN THE TEXT HEREOF
No. _________ __________ Shares
VOTING TRUST CERTIFICATE
iVILLAGE INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS IS TO CERTIFY THAT ___________________________ is entitled, on the
surrender of this Certificate, to receive on August _______, _____, or on the
earlier termination of the Voting Trust Agreement hereinafter referred to, a
certificate or certificates for _______ shares of (Common Xxxxx, x.0000 par
value]* of iVILLAGE INC., a Delaware corporation (the "Company"). This
Certificate is issued pursuant to, and the rights of the holders hereof are
subject to and limited by, the terms of a Voting Trust Agreement dated as of
September __ 1995, by and among Xxxxxxx Xxxxxxxxx, as Trustee, Xxxxx Xxxxx, as
Successor Trustee, and certain Stockholders, and of every agreement adhering to,
amending or supplementing the same, a copy of which Voting Trust Agreement and
any such other agreement is on file in the principal office of the Company and
in the registered office of the Company in the State of Delaware. The Voting
Trust Agreement, unless earlier terminated pursuant to the terms thereof, will
expire in the event neither the Trustee nor the Successor Trustee, as Trustee,
is able or willing to perform the duties of Trustee under the Voting Trust
Agreement.
The holder of this Certificate shall be entitled to the benefits of
said Voting Trust Agreement, including the right to receive the cash or any
other dividends, if any, paid by the Company with respect to the number of
shares represented by this Certificate.
This Certificate shall be transferable only on the books of the
undersigned Trustee or any successor or successors, to be kept by him or his
agent, on surrender hereof
_________________
* Substitute description of other Shares as appropriate.
Exhibit A - Page 1
by the registered holder in person or by attorney duly authorized in accordance
with the provisions of the Voting Trust Agreement, and, until so transferred,
the Trustee may treat the registered holder as the owner of this Certificate for
all purposes whatsoever, unaffected by any notice to the contrary. As a
condition precedent to the making of any transfer of this Certificate, the
Trustee may require the payment of a sum sufficient to recover the amount of any
taxes or other governmental charge incident thereto.
By accepting this Certificate, the holder hereof consents to and
becomes a party to the Voting Trust Agreement with the same force and effect as
if the Voting Trust Agreement had been signed under seal by the owner hereof,
whether or not it is so signed.
This Certificate is not valid until duly signed by the trustee
IN WITNESS WHEREOF, the Trustee has signed this Certificate
this________ day of ____________________________, 19_____.
------------------------------
, Voting Trustee
Exhibit A - Page 2
EXHIBIT B
FORM OF ASSIGNMENT
(TO BE SIGNED ONLY UPON TRANSFER
OF VOTING TRUST CERTIFICATE)
For value received, the undersigned hereby sells, assigns and transfers
unto __________________________________ the within Voting Trust Certificate
with respect to ________________ shares of (Common Stock of iVILLAGE INC., par
value $.0005 per share)*, and does hereby irrevocably constitute and appoint
________________ the attorney to transfer the same on the books of the Trustee
with full power of substitution in the premises.
Dated:
--------------------------
(Signature must conform in all
respects to the name of holder as
specified on the face of this
Certificate)
In the presence of
---------------------------
___________________________
* Substitute description of other Shares, as appropriate.
Exhibit B - Page 1
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: 5/28/97
/s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock Of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: MAY 22, 1997
BARATERRE LIMITED, SOLE DIRECTOR
FOR AND ON BEHALF OF GROWTH SHARES LTD.
/s/ Xxxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: XXXXXXXX X. XXXXXXX
XXXX X. XXXXXXX
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: May 22, 1997
/s/ Xxxxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of i village Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: May 22, 1997
/s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: 5/28/97
/s/ Xxxxxxx Parish
-----------------------------
Name: Xxxxxxx Parish
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: 5/28/97
/s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: 5/28/97 /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
VOTING TRUST SICNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as of
September 19, 1995, (the "Agreement") by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory Agreement
with the Trustee, the undersigned hereby assigns, transfers and deposits with
the Trustee all certificates representing his, her or its Shares, accompanied by
a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meaning
ascribed to them in the Agreement.
Dated: 5/28/97
/s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement dated as
of September 19, 1995, (the "Agreement) by and among Xxxxxxx Xxxxxxxxx, Xxxxx
Xxxxx and certain owners and holders of the common stock of iVillage Inc.
Pursuant to Section 1(2) of the Agreement, the undersigned hereby becomes a
party to the Agreement and agrees to be bound by, comply with and adhere to all
the terms and provisions of the Agreement, with the same force and effect as if
the undersigned had in fact originally executed the Agreement.
In connection with the deposit of this Voting Trust Signatory
Agreement with the Trustee, the undersigned hereby assigns, transfers and
deposits with the Trustee all certificates representing his, her or its Shares,
accompanied by a stock power or powers, duly endorsed in favor of the Trustee.
All defined terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
Dated: 5/29/97
/s/ Xxxx Xxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxx
VOTING TRUST SIGNATORY AGREEMENT
Reference is hereby made to the Voting Trust Agreement
dated as of September 19, 1995 (the "Agreement") by and among Xxxxxxx
Xxxxxxxxx, Xxxxx Xxxxx and certain owners and holders of the capital stock
of iVillage, Inc. Pursuant to Section 1(2) of the Agreement, the undersigned
hereby becomes a party to the Agreement and agrees to be bound by, comply
with and adhere to all the terms and provisions of the Agreement, with the
same force and effect as if the undersigned had in fact originally executed
the Agreement.
In connection with the deposit of this Voting Trust
Signatory Agreement with the Trustee, the undersigned hereby assigns,
transfers and deposits with the Trustee all certificates representing his,
her or its Shares, accompanied by a stock power or powers, duly endorsed in
favor of the Trustee.
All defined terms used but not defined herein shall have
the meanings ascribed to them in the Agreement.
Dated: February 1, 1998
/s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx
