115,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 2014 • Everyday Health, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 10, 2014, is entered into by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”), DRD Acquisition Corp., a Delaware corporation (“DD Acquisition Corp.”), immediately prior to the DD Acquisition (as defined herein), DoctorDirectory.com, Inc., a South Carolina corporation (“DD”), immediately after the DD Acquisition (DD, together with EDH, EDH Media, MedPage, and DD Acquisition Corp. (prior to the DD Acquisition), are individually and collectively, jointly and severally referred to herein as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, a
AGREEMENT AND PLAN OF MERGER BY AND AMONG EVERYDAY HEALTH, INC., DRD ACQUISITION CORP., DOCTORDIRECTORY.COM, INC., AND CLIFFORD DONNELLY, AS INTERESTED HOLDERS REPRESENTATIVE DATED AS OF NOVEMBER 10, 2014Merger Agreement • November 12th, 2014 • Everyday Health, Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 10, 2014, is entered into among Everyday Health, Inc., a Delaware corporation (“Parent”), DRD Acquisition Corp., a Delaware corporation (“Merger Sub”), DoctorDirectory.com, Inc., a South Carolina corporation (“Company”), and Clifford Donnelly, as the Interested Holders Representative (the “Interested Holders Representative”) and certain other Stockholders (as defined below) of the Company who execute a Support Agreement or Letter of Transmittal as contemplated by this Agreement. Each of the parties named above may be referred to individually as a “Party” and collectively as the “Parties.”
