Exhibit 10.6 ATOMICA ISRAEL TECHNOLOGIES LTD. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Agreement (the "Agreement") is entered into by and between Atomica Israel Technologies Ltd. (the "Company") and Robert S. Rosenschein...Employment Agreement • May 12th, 2004 • Gurunet Corp
Exhibit 10.8 ATOMICA ISRAEL TECHNOLOGIES LTD. EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is effective as of April 1, 2004 (the "Effective Date"), by and between Atomica Israel Technologies Ltd., an Israeli company with its...Employment Agreement • May 12th, 2004 • Gurunet Corp
EXECUTION COPY SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of January 23, 2004 by and among GuruNet Corporation, a Delaware corporation (the "COMPANY"), and each purchaser identified on the signature...Securities Purchase Agreement • May 12th, 2004 • Gurunet Corp • New York
WARRANTSecurities Agreement • May 12th, 2004 • Gurunet Corp
Exhibit 1.2 SELECTED DEALER AGREEMENT Ladies and Gentlemen: 1. Registration under the Securities Act of 1933, as amended ("Securities Act"), of the 2,200,0001 shares of common stock ("Shares") of GURUNET CORPORATION ("Company"), as more fully...Selected Dealer Agreement • July 16th, 2004 • Gurunet Corp • Services-business services, nec • New York
OFPurchase Option Agreement • July 16th, 2004 • Gurunet Corp • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2008 • Answers CORP • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2008 between Answers Corporation, a Delaware corporation (the “Company”), and Redpoint Omega, LP and Redpoint Omega Associates, LLC (each a “Purchaser” and, collectively, the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • June 15th, 2009 • Answers CORP • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _________ (the "Holder" ), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. (New York time) on June 10, 2015 (the "Expiry Time") but not thereafter, to subscribe for and purchase from Answers Corporation, a Delaware corporation (the "Company"), up to ________ shares (the "Warrant Shares") of Common Stock, par value $.001 per share, of the Company (the "Common Stock" ), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2008 • Answers CORP • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2008, by and among Answers Corporation, a Delaware corporation, with headquarters located at 237 West 35th Street, Suite 1101, New York, NY 10001 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF PLEDGE AND SECURITY AGREEMENT]Pledge and Security Agreement • January 17th, 2008 • Answers CORP • Services-prepackaged software • New York
PLEDGE AND SECURITY AGREEMENT, dated as of , 2008 (this “Agreement”), made by Answers Corporation, a Delaware corporation (“Answers”), and each of its existing “Subsidiaries” (as defined in the Securities Purchase Agreement defined below) as named on the signature pages hereto (collectively, the “Existing Subsidiaries”) and each other Subsidiary of Answers hereafter becoming party hereto (together with Answers and the Existing Subsidiaries, each a “Grantor” and, collectively, the “Grantors”), in favor of Interlachen Convertible Investments Limited, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
AGREEMENT AND PLAN OF MERGER by and among AFCV HOLDINGS, LLC, A-TEAM ACQUISITION SUB, INC. and ANSWERS CORPORATION Dated as of February 2, 2011Merger Agreement • February 7th, 2011 • Answers CORP • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 2, 2011, by and among AFCV Holdings, LLC, a Delaware limited liability company (“Parent”), A-Team Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Answers Corporation, a Delaware corporation (the “Company”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • June 17th, 2008 • Answers CORP • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. (New York time) on June 16, 2014 (the “Expiry Time”) but not thereafter, to subscribe for and purchase from Answers Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BETWEENUnderwriting Agreement • July 16th, 2004 • Gurunet Corp • Services-business services, nec • New York
ContractPurchase Option Agreement • October 7th, 2004 • Gurunet Corp • Services-business services, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED.
Atomica Corporation made and entered into on the ____________ By and between Atomica Corporation (hereinafter: the “Company”)Stock Option Agreement • March 8th, 2005 • Gurunet Corp • Services-business services, nec
IN WITNESS WHEREOF the parties have signed and delivered this Stock Option Agreement as of the date first hereinabove set forth.
UNDERWRITING AGREEMENT Between GURUNET CORPORATION, MAXIM GROUP LLC And EARLYBIRDCAPITAL, INC. Dated: October ____, 2004Underwriting Agreement • October 7th, 2004 • Gurunet Corp • Services-business services, nec • New York
The undersigned, GuruNet Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim”) and EarlyBirdCapital, Inc. (“EBC” and, together with Maxim, the “Underwriters”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2008 • Answers CORP • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2008, by and among Answers Corporation, a Delaware corporation, with headquarters located at 237 W. 35th Street, Suite 1101, New York, NY 10001 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
Google Services AgreementGoogle Services Agreement • June 7th, 2006 • Answers CORP • Services-prepackaged software • California
This Google Services Agreement (“GSA”) is entered into by and between Google Inc. (“Google”) and GuruNet Corporation, a corporation formed under the laws of Delaware (“Customer”). This GSA shall be effective as of the GSA Effective Date Set forth in the signature block below. Each Order Form (as defined below) shall be governed by this GSA and shall become effective on the data stated in such Order Form (“Order Form Effective Date”). This GSA and the corresponding individual Order Form into which this GSA is incorporated together constitute the “Agreement”.
ContractLease Agreement • May 6th, 2005 • Gurunet Corp • Services-business services, nec • New York
Additional Rider attached to and made a part of Lease dated April __, 2005, between 35th STREET ASSOCIATES, as Owner, and GURUNET CORPORATION, as Tenant, covering Suite 1101 in the building at 237 West 35th Street, New York, New York (“Additional Rider”).
ANSWERS CORPORATION INCENTIVE STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] AgreementIncentive Stock Option Agreement • March 20th, 2006 • Answers CORP • Services-prepackaged software • Delaware
NETWORK ACCESS AND DATA CENTER SERVICES AGREEMENTNetwork Access and Data Center Services Agreement • May 11th, 2010 • Answers CORP • Services-prepackaged software • New Jersey
THIS NETWORK ACCESS AND DATA CENTER SERVICES AGREEMENT (“Agreement” or “MSA”) made and entered into this 9th day of April 2008, by and between NET ACCESS CORPORATION (NAC), a corporation formed under the laws of the State of New Jersey, located at 9 Wing Drive, Cedar Knolls, NJ 07927 and Answers Corporation, a corporation formed under the laws of the State of Delaware, located at 237 West 35th Street, Suite 1101, New York NY 10001-1905 (CUSTOMER).
ContractMaster Services Agreement • May 11th, 2010 • Answers CORP • Services-prepackaged software • Utah
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
MAXIM GROUP January 20, 2005 Robert S. Rosenschein Chairman and CEO GuruNet Corporation Wesley Hills, NY 10952-1233 Dear Mr. Rosenschein:Financial Advisory and Investment Banking Agreement • April 4th, 2005 • Gurunet Corp • Services-business services, nec • New York
We are pleased that GuruNet Corp. (“GuruNet” or the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (this “Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2008 • Answers CORP • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is dated as of June 16, 2008 between Answers Corporation, a Delaware corporation (the “Company”), and Redpoint Omega, L.P. and Redpoint Omega Associates, LLC (each a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • January 17th, 2008 • Answers CORP • Services-prepackaged software • New York
THIS AMENDED AND RESTATED PURCHASE AGREEMENT (as amended, this “Agreement”) is made and entered into as of January 15, 2008 by and among Answers Corporation, a Delaware corporation (the “Purchaser”) and Brian Kariger, as the Sellers Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.
GURUNET CORPORATION - JEFFREY S. CUTLER EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Gurunet Corp • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 15, 2005, by and between GuruNet Corporation, (the “Company”) and Jeffrey S. Cutler (“Executive”).
EXHIBIT A-2 VOTING AGREEMENTVoting Agreement • February 7th, 2011 • Answers CORP • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2011 by and between AFCV Holdings, LLC, a Delaware limited liability company (“Parent”), Redpoint Omega, L.P., a Delaware limited partnership and Redpoint Omega Associates, LLC, a Delaware limited liability company (the “Stockholders”) and Answers Corporation, a Delaware corporation (the “Company”).
AMENDMENT 7 TO GOOGLE ORDER FORM AND GOOGLE SERVICES AGREEMENTGoogle Services Agreement • November 9th, 2009 • Answers CORP • Services-prepackaged software
This Amendment 7 (“Amendment 7”) is made effective as of February 1, 2010 (“Amendment 7 Effective Date”), and entered into by and between Answers Corporation (“Customer”) and Google Inc. (“Google”).
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY...Api Agreement • March 20th, 2006 • Answers CORP • Services-prepackaged software • California
This Agreement dated May 5, 2005 is made by and between GuruNet Corporation, a Delaware corporation, with offices at 237 West 35th Street, Suite 1101, New York, NY 10001 (“Partner”) and Shopping.com, Inc., a Delaware corporation, with offices at 8000 Marina Blvd., 5th floor, Brisbane, CA 94005 (“Shopping.com”).
AGREEMENTWarrant Agreement • February 7th, 2005 • Gurunet Corp • Services-business services, nec • New York
FIRST AMENDMENT TO THE AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • February 11th, 2008 • Answers CORP • Services-prepackaged software
This FIRST AMENDMENT TO THE AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of February 8, 2008 by and among Answers Corporation, a Delaware corporation (the “Purchaser”), and Brian Kariger, as the Sellers Representative.
UNDERWRITING AGREEMENT Between GURUNET CORPORATION, MAXIM GROUP LLC And EARLYBIRDCAPITAL, INC. Dated: ________________, 2004Underwriting Agreement • September 16th, 2004 • Gurunet Corp • Services-business services, nec • New York
The undersigned, GuruNet Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim”) and EarlyBirdCapital, Inc. (“EBC” and, together with Maxim, the “Underwriters”) as follows:
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • July 17th, 2007 • Answers CORP • Services-prepackaged software • New York
This Indemnity Escrow Agreement (this “Agreement”) is made as of this 13th day of July 2007, by and among the Persons listed on Exhibit A attached hereto (each, a “Seller,” and collectively, the “Sellers”), Answers Corporation, a Delaware corporation (the “Purchaser”), Brian Kariger, as representative for and on behalf of the Sellers (the “Sellers’ Representative”) and American Stock Transfer & Trust Co. (“Escrow Agent”).
FORM OF SELLER PLEDGE AND SECURITY]Pledge and Security Agreement • January 17th, 2008 • Answers CORP • Services-prepackaged software • New York
WHEREAS, Answers has entered into that certain Securities Purchase Agreement, dated as of , 2008 (the “Securities Purchase Agreement”), by and among Answers, the Purchasers and Interlachen Convertible Investments Limited, in its capacity as Senior Agent (all as defined therein) pursuant to which Answers has agreed to sell, and the Purchasers have agreed to purchase, the Notes to be issued pursuant thereto.
Re: Second Amendment to Securities Purchase AgreementSecurities Purchase Agreement • February 11th, 2008 • Answers CORP • Services-prepackaged software
Reference is made to that certain Securities Purchase Agreement by and among Answers Corporation (the “Company”) and Interlachen Convertible Investments Limited (the “Investor”), dated as of January 15, 2008, as amended by that certain letter agreement between the Company and the Investor dated as of January 23, 2008 (the “Securities Purchase Agreement”).
