REMARK MEDIA STOCK PURCHASE AGREEMENT by and among INFOSPACE LLC, DISCOVERY COMMUNICATIONS, LLC, and HOWSTUFFWORKS, LLC Dated as of May 30, 2014Stock Purchase Agreement • June 2nd, 2014 • HowStuffWorks, LLC • Communications services, nec • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 30, 2014, by and among InfoSpace LLC, a Delaware limited liability company (the “Purchaser”), Discovery Communications, LLC, a Delaware limited liability company (“Parent”), and HowStuffWorks, LLC, a Delaware limited liability company (“HSWLLC” and, together with Parent, the “Sellers”). Purchaser, Parent and HSWLLC are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • December 28th, 2007 • HowStuffWorks, Inc. • Communications services, nec
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that Amendment No. 2 to the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
JOINT FILING AGREEMENTJoint Filing Agreement • April 21st, 2014 • HowStuffWorks, LLC • Communications services, nec
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (the “Statement”) to which this exhibit is attached is filed on behalf of each of them. The undersigned also agree that any amendments to the Statement may be filed on behalf of each of them.
JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2008 • HowStuffWorks, Inc. • Communications services, nec
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that Amendment No. 3 to the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
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, 2007Agreement • January 10th, 2008 • 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.
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 28th, 2012 • HowStuffWorks, LLC • Communications services, nec • Delaware
Re: Agreement and Plan of Merger by and among HowStuffWorks, Inc. (predecessor-in-interest to HowStuffWorks, LLC), HSW MergerSub, Inc., Discovery Communications, LLC, and Michael P. Ring as HSW Stockholders’ Representative, dated as of October 14, 2007 (as amended by First Amendment thereto dated November 12, 2007 and by Second Amendment thereto dated as of December 13, 2007, the “HSW Merger Agreement”)
JOINT FILING AGREEMENTJoint Filing Agreement • December 28th, 2012 • HowStuffWorks, LLC • Communications services, nec
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 28th, 2007 • HowStuffWorks, Inc. • Communications services, nec • Delaware
This Second Amendment (this “Amendment”), dated December 13, 2007, to the Agreement and Plan of Merger, dated as of October 14, 2007, as amended November 12, 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.
