AGREEMENT and PLAN OF MERGER by and among HOWSTUFFWORKS, INC., HSW MERGERSUB, INC., DISCOVERY COMMUNICATIONS, LLC and THE HSW STOCKHOLDERS’ REPRESENTATIVE dated as of October 14, 2007Merger Agreement • November 15th, 2007 • Howstuffworks Inc • Communications services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 14, 2007, by and among HowStuffWorks, Inc., a Delaware corporation (“Company”), Discovery Communications, LLC (“Discovery”), a Delaware limited liability company, HSW Merger Sub, Inc. (“Merger Sub2”), a Delaware corporation and wholly-owned subsidiary of Discovery, and Michael P. Ring, as HSW Stockholders’ Representative. Capitalized terms used herein and as otherwise defined have the respective meanings set forth in Section 1.1.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 15th, 2007 • Howstuffworks Inc • Communications services, nec • Delaware
This First Amendment (this “Amendment”), dated November 12, 2007, to the Agreement and Plan of Merger, dated as of October 14, 2007 (the “Merger Agreement”), by and among HowStuffWorks, Inc., a Delaware corporation (the “Company”), Discovery Communications, LLC, a Delaware limited liability company (“Discovery”), HSW Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Discovery, and Michael P. Ring, as HSW Stockholders’ Representative (collectively, the “Parties”), is entered into by and among the Parties. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement.
