AGREEMENT AND PLAN OF MERGER BY AND AMONG AS SEEN ON TV, INC., EDIETS ACQUISITION COMPANY AND EDIETS.COM, INC. DATED AS OF OCTOBER 31, 2012Agreement and Plan of Merger • November 1st, 2012 • As Seen on TV, Inc. • Services-motion picture & video tape production • Florida
This AGREEMENT AND PLAN OF MERGER, dated as of October __, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among AS SEEN ON TV, INC., a Florida corporation (“Acquiror”), EDIETS ACQUISITION COMPANY, a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), EDIETS.COM, INC., a Delaware corporation (the “Company”) and Kevin Richardson (“Richardson”) , an individual domiciled in the Commonwealth of Massachusetts and Lee Isgur (“Isgur”) an individual domiciled in the State of California (provided that Richardson and Isgur are entering into this Agreement solely for purposes of the obligation set forth in Section 7.19 herein).
