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 • 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.
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.
