REGISTRATION RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT,
dated
as of December 1, 2005 (this “Agreement”), is made by and between ANSWERS
CORPORATION,
a
Delaware corporation, having its principal place of business located at
Xxxxxxxxx Xxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxx 00000, Xxxxxx (the “Company”),
and each person named on the signature page hereto (each, a “Holder” and
collectively, the “Holders”).
W
I T N E S S E T H:
WHEREAS,
a
Purchase Agreement was entered into contemporaneously with this Agreement
by and
among the Company, Brainboost Technology, LLC and Brainboost Partnership
(the
“Purchase Agreement”) pursuant to which the Company will acquire Brainboost
Technology, LLC from Brainboost Partnership; and
WHEREAS,
the
Company has agreed to prepare and file with the United States Securities
and
Exchange Commission (“SEC”), a Registration Statement to register for resale the
shares of common stock of the Company issued to the Holders pursuant to the
Purchase Agreement;
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Holders hereby agree as
follows:
1. Definitions.
As used
in this Agreement, the following terms shall have the following
meanings:
(a) “Holder”
means the Holder and any permitted transferee or assignee who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 hereof
and who holds Registrable Securities.
(b) “Potential
Material Event” means any of the following: (i) the possession by the Company of
material information not ripe for disclosure in a registration statement,
which
shall be evidenced by a determination in good faith by the Board of Directors
of
the Company that disclosure of such information in the registration statement
would be detrimental to the business and affairs of the Company or (ii) any
material engagement or activity by the Company which would, in the good faith
determination of the Board of Directors of the Company, be adversely affected
by
disclosure in a registration statement at such time; in each case where such
determination shall be accompanied by a good faith determination by the Board
of
Directors of the Company that the registration statement would be materially
misleading absent the inclusion of such information.
(c) “Register,”“Registered,”
and “Registration” refer to a registration effected by preparing and filing a
Registration Statement or Statements in compliance with the Securities Act
and
pursuant to Rule 415 under the Securities Act or any successor rule providing
for offering securities on a continuous basis (“Rule 415”), and
the
declaration or ordering of effectiveness of such Registration Statement by
the
SEC.
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(d) “Registrable
Securities” means the shares of Common
Stock of the Company issued to the Holders pursuant to the Purchase Agreement
excluding in all cases, however, (a) any Registrable Securities that have
been
previously sold pursuant to a registration statement filed and declared
effective by the SEC, (b) Registrable Securities that have been sold by a
Person
in a transaction in which his or her rights under this Section 1 are
not
duly assigned as provided herein, (c) any Registrable Securities after such
securities have been sold in a Public Sale.
(e) “Registration
Statement” means a registration statement of the Company under the Securities
Act covering Registrable Securities on Form S-3, if the Company is then eligible
to file using such form, and if not eligible, on Form SB-2 or other appropriate
form.
(f) “Effective
Date” means the date the SEC declares a Registration Statement covering
Registrable Securities and otherwise meeting the conditions contemplated
hereby
to be effective.
(g) “Public
Sale" means a sale of securities pursuant to a registration statement declared
effective under the Securities Act or to the public through a broker, dealer
or
market maker pursuant to the provisions of Rule 144 (or any similar provision
then in effect) adopted under the Securities Act.
2. Registration.
(a)
Mandatory
Registration. The
Company shall prepare and file with the SEC, as soon as possible after the
date
hereof but no later than seventy-five (75) days from the date hereof (the
“Required Filing Date”), a Registration Statement registering for resale by the
Holders the Registrable Securities. The Registration Statement shall include
the
Registrable Securities, and shall also state that, in accordance with Rule
416
and 457 under the Securities Act, it also covers such indeterminate number
of
additional shares of Common Stock as may become issuable to prevent dilution
resulting from stock splits, or stock dividends. The Company shall use its
reasonable best efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing
thereof, but in any event not later than one hundred twenty (120) days after
the
date hereof (the “Effectiveness Date”).
(b)
Payments
by the Company.
If: (i)
the Registration Statement is not filed on or prior to its Required Filing
Date,
(ii) the Company fails to file with the Commission a request for acceleration
in
accordance with Rule 461 promulgated under the Securities Act, within five
business days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that a Registration Statement will
not
be “reviewed”, or not subject to further review, (iii) a Registration Statement
filed or required to be filed hereunder is not declared effective by the
Commission on or before the required Effectiveness Date or (iv) after the
Effectiveness Date, the availability of the Registration Statement is suspended
for more than an aggregate 60 days in any 12-month period, (any such failure
or
breach being referred to as an “Event”)
and
for purposes of clause (i) or (iii) the date on which such Event occurs,
or for
purposes of clause (ii) the date on which such five business day period is
exceeded, or for purposes of clause (iv) the date on which such 60 day period
is
exceeded being referred to as an “Event
Date”,
then in
addition to any other rights the Holders may have hereunder or under applicable
law, on each monthly anniversary of each such Event Date (if the applicable
Event shall not have been cured by such date) until the applicable Event
is
cured, the Company shall pay to the Holders an aggregate amount in cash,
as
partial liquidated damages and not as a penalty, of $100,000. The partial
liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata
basis for any portion of a month prior to the cure of an Event.
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3. Obligations
of the Company.
In
connection with the registration of the Registrable Securities, the Company
shall do each of the following:
(a) Prepare
promptly, and file with the SEC by the Required Filing Date a Registration
Statement with respect to not less than the number of Registrable Securities
provided in Section 2(a) above, and thereafter use its reasonable best efforts
to cause such Registration Statement relating to Registrable Securities to
become effective and keep the Registration Statement effective at all times
during the period (the “Registration Period”) continuing until the earliest of
(i) the date that is two (2) years after the last day of the calendar month
following the month in which the relevant Effective Date occurs, (ii) the
date
when the Holders may sell all Registrable Securities under Rule 144 without
volume or other restrictions or limits or (iii) the date the Holders no longer
own any of the Registrable Securities, which Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein)
shall
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances in which they were made, not
misleading;
(b) Prepare
and file with the SEC such amendments (including post-effective amendments)
and
supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the Registration
Statement effective at all times during the Registration Period, and, during
the
Registration Period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered
by the Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods
of
disposition by the seller or sellers thereof as set forth in the Registration
Statement;
(c) Permit
a
single firm of counsel designated by the Holders to review the Registration
Statement and all amendments and supplements thereto a reasonable period
of time
(but not less than three (3) business days) prior to their filing with the
SEC,
and not file any document in a form to which such counsel reasonably
objects;
(d) Notify
each Holder and such Holders’s legal counsel identified to the Company and which
has requested by written notice to the Company that it receive such notification
(“Holder’s Counsel”) and any managing underwriters immediately (and, in the case
of (i)(A) below, not less than three (3) business days prior to such filing)
and
(if requested by any such person) confirm such notice in writing no later
than
one (1) business day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
is proposed to be filed; (B) whenever the SEC notifies the Company whether
there
will be a “review” of such Registration Statement; (C) whenever the Company
receives (or a representative of the Company receives on its behalf) any
oral or
written comments from the SEC in respect of a Registration Statement (copies
or,
in the case of oral comments, summaries of such comments shall be promptly
furnished by the Company to the Holders); and (D) with respect to the
Registration Statement or any post-effective amendment, when the same has
become
effective; (ii) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information; (iii) of the issuance
by
the SEC of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation
of
any proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose; and (v) of the occurrence of any event that to the best knowledge
of
the Company makes any statement made in the Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case
of
the Registration Statement or the Prospectus, as the case may be, it will
not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
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(e) Furnish
to each Holder and such Holder’s Counsel (i) promptly after the same is prepared
and publicly distributed, filed with the SEC, or received by the Company,
one
(1) copy of the Registration Statement, each preliminary prospectus and
prospectus, and each amendment or supplement thereto, and (ii) such number
of
copies of a prospectus, and all amendments and supplements thereto and such
other documents, as such Holder may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Holder;
(f) As
promptly as practicable after becoming aware thereof, notify each Holder
of the
happening of any event of which the Company has knowledge, as a result of
which
the prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
and
use its best efforts promptly to prepare a supplement or amendment to the
Registration Statement or other appropriate filing with the SEC to correct
such
untrue statement or omission, and deliver a number of copies of such supplement
or amendment to each Holder as such Holder may reasonably request;
(g) As
promptly as practicable after becoming aware thereof, notify each Holder
who
holds Registrable Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance by the SEC of a Notice
of
Effectiveness or any notice of effectiveness or any stop order or other
suspension of the effectiveness of the Registration Statement at the earliest
possible time;
(h) Notwithstanding
the foregoing, if at any time or from time to time after the date of
effectiveness of the Registration Statement, the Company notifies the Holder
in
writing of the existence of a Potential Material Event, the Holder shall
not
offer or sell any Registrable Securities, or engage in any other transaction
involving or relating to the Registrable Securities, from the time of the
giving
of notice with respect to a Potential Material Event until such Holder receives
written notice from the Company that such Potential Material Event either
has
been disclosed to the public or no longer constitutes a Potential Material
Event. The Company shall be entitled to exercise its right under this Section
3(h) to suspend the availability of a Registration Statement, for a period
not
to exceed 60 days (which need not be consecutive days) in any 12 month
period.
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(i) Use
its
reasonable efforts to secure and maintain the designation of all the Registrable
Securities covered by the Registration Statement on the Nasdaq National
Market.
(j) Take
all
other reasonable actions necessary to expedite and facilitate disposition
by the
Holders of the Registrable Securities pursuant to the Registration
Statement.
4. Obligations
of the Holders.
In
connection with the registration of the Registrable Securities, the Holders
shall have the following obligations:
(a) It
shall
be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it,
and
the intended method of disposition of the Registrable Securities held by
it, as
shall be reasonably required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. At least ten (10) days prior to the
first
anticipated filing date of the Registration Statement, the Company shall
notify
each Holder of the information the Company requires from each such Holder
(the
“Requested Information”) if such Holder has any Registrable Securities included
in the Registration Statement. If at least two (2) business days prior to
the
filing date the Company has not received the Requested Information from a
Holder
(a “Non-Responsive Holder”), then the Company may file the Registration
Statement without including Registrable Securities of such Non-Responsive
Holder;
(b) Each
Holder, by such Holder’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Registration Statement hereunder,
unless
such Holder has notified the Company in writing of such Holder’s election to
exclude all of such Holder’s Registrable Securities from the Registration
Statement; and
(c) Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3(f) or 3(g), above, such Holder
will immediately discontinue disposition of Registrable Securities pursuant
to
the Registration Statement covering such Registrable Securities until such
Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(f) or 3(g) and, if so directed by the Company,
such
Holder shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a certificate of destruction) all copies in such
Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
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5. Expenses of Registration.
All
reasonable expenses (other than underwriting discounts and commissions of
the
Holder and fees and expenses of Holder’s Counsel) incurred in connection with
registrations, filings or qualifications pursuant to Section 3, but including,
without limitation, all registration, listing, and qualifications fees, printers
and accounting fees and the fees and disbursements of counsel for the Company
shall be borne by the Company.
6. Indemnification.
In the
event any Registrable Securities are included in a Registration Statement
under
this Agreement:
(a) To
the
extent permitted by law, the Company will indemnify and hold harmless each
Holder who holds such Registrable Securities (each, an “Indemnified Person” or
“Indemnified Party”), against any losses, claims, damages, liabilities or
expenses (joint or several) incurred (collectively, “Claims”) to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations in the Registration Statement,
or
any post-effective amendment thereof, or any prospectus included therein:
(i)
any untrue statement or alleged untrue statement of a material fact contained
in
the Registration Statement or any post-effective amendment thereof or the
omission or alleged omission to state therein a material fact required to
be
stated therein or necessary to make the statements therein not misleading,
(ii)
any untrue statement or alleged untrue statement of a material fact contained
in
the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or
alleged
omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein
were made, not misleading or (iii) any violation or alleged violation by
the
Company of the Securities Act, the Exchange Act, any state securities law
or any
rule or regulation under the Securities Act, the Exchange Act or any state
securities law (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). Subject to clause (b) of this Section 6, the
Company shall reimburse the Holders, promptly as such expenses are incurred
and
are due and payable, for any legal fees or other reasonable expenses incurred
by
them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not (I) apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any
Indemnified Person expressly for use in connection with the preparation of
the
Registration Statement or any such amendment thereof or supplement thereto,
after such prospectus was made available by the Company pursuant to Section
3(c)
hereof; (II) be available to the extent such Claim is based on a failure
of the
Holder to deliver or cause to be delivered the prospectus made available
by the
Company or the amendment or supplement thereto made available by the Company;
(III) be available to the extent such Claim is based on the delivery of a
prospectus by the Holder after receiving notice from the Company under Section
3(f), (g) or (h) hereof (other than a notice regarding the effectiveness
of the
Registration Statement or any amendment or supplement thereto), or (IV) apply
to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed. Each Holder will indemnify the Company
and its
officers, directors and agents (each, an “Indemnified Person” or “Indemnified
Party”) against any claims arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing
to the
Company, by or on behalf of such Holder, expressly for use in connection
with
the preparation of the Registration Statement or the amendment or supplement
thereto, subject to such limitations and conditions as are applicable to
the
Indemnification provided by the Company to this Section 6. Such indemnity
shall
remain in full force and effect regardless of any investigation made by or
on
behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Holders pursuant to Section 9.
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(b) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section
6
of notice of the commencement of any action (including any governmental action),
such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to
the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person
or
the Indemnified Party, as the case may be. In case any such action is brought
against any Indemnified Person or Indemnified Party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be
entitled to participate in, and, to the extent that it may wish, jointly
with
any other indemnifying party similarly notified, assume the defense thereof,
subject to the provisions herein stated and after notice from the indemnifying
party to such Indemnified Person or Indemnified Party of its election so
to
assume the defense thereof, the indemnifying party will not be liable to
such
Indemnified Person or Indemnified Party under this Section 6 for any legal
or
other reasonable out-of-pocket expenses subsequently incurred by such
Indemnified Person or Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation, unless the indemnifying party
shall not pursue the action to its final conclusion. The Indemnified Person
or
Indemnified Party shall have the right to employ separate counsel in any
such
action and to participate in the defense thereof, but the fees and reasonable
out-of-pocket expenses of such counsel shall not be at the expense of the
indemnifying party if the indemnifying party has assumed the defense of the
action with counsel reasonably satisfactory to the Indemnified Person or
Indemnified Party provided such counsel is of the opinion that all defenses
available to the Indemnified Party can be maintained without prejudicing
the
rights of the indemnifying party. The failure to deliver written notice to
the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend
such
action. The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage or liability is incurred and is due
and
payable.
7. Contribution.
To the
extent any indemnification by an indemnifying party is prohibited or limited
by
law, the indemnifying party agrees to make the maximum contribution with
respect
to any amounts for which it would otherwise be liable under Section 6 to
the
fullest extent permitted by law; provided,
however,
that
(a) no contribution shall be made under circumstances where the maker would
not
have been liable for indemnification under the fault standards set forth
in
Section 6; (b) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act)
shall be entitled to contribution from any seller of Registrable Securities
who
was not guilty of such fraudulent misrepresentation; and (c) except where
the
seller has committed fraud (other than a fraud by reason of the information
included or omitted from the Registration Statement as to which the Company
has
not given notice as contemplated under Section 3 hereof) or intentional
misconduct, contribution by any seller of Registrable Securities shall be
limited in amount to the net amount of proceeds received by such seller from
the
sale of such Registrable Securities.
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8. Reports
under Securities Act and Exchange Act.
With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Securities Act or any other similar rule or regulation of the SEC
that
may at any time permit the Holders to sell securities of the Company to the
public without registration (“Rule 144”), the Company agrees to:
(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144;
(b) file
with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and
(c) furnish
to Holder so long as Holder owns Registrable Securities, promptly upon request,
(i) a written statement by the Company that it has complied with the reporting
requirements of the Securities Act and the Exchange Act, and (ii) such other
information as may be reasonably requested to permit Holder to sell such
securities pursuant to Rule 144 without Registration.
(d) The
Company will, at the request of any Holder of Registrable Securities, upon
receipt from such Holder of a certificate certifying (i) that such Holder
has
held such Registrable Securities for a period of not less than one (1) year,
(ii) that such Holder has not been an affiliate (as defined in Rule 144)
of the
company for more than the ninety (90) preceding days, and (iii) as to such
other
matters as may be appropriate in accordance with such Rule, remove from the
stock certificate representing such Registrable Securities that portion of
any
restrictive legend which relates to the registration provisions of the
Securities Act.
9. Assignment
of the Registration Rights.
The
rights to have the Company register Registrable Securities pursuant to this
Agreement shall be automatically assigned by the Holders to any transferee
of
the Registrable Securities only if: (a) the Holder agrees in writing with
the
transferee or assignee to assign such rights, and a copy of such agreement
is
furnished to the Company within a reasonable time after such assignment,
(b) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (i) the name and address of such transferee
or
assignee and (ii) the securities with respect to which such registration
rights
are being transferred or assigned, (c) immediately following such transfer
or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act and applicable state securities
laws, (d) at or before the time the Company received the written notice
contemplated by clause (b) of this sentence the transferee or assignee agrees
in
writing with the Company to be bound by all of the provisions contained herein,
and (e) such transfer of Registrable Securities is completed and disclosed
to
the Company prior to the Effective Date. In the event of any delay in filing
or
effectiveness of the Registration Statement as a result of such assignment,
the
Company shall not be liable for any damages arising from such delay, or the
payments set forth in Section 2(b) hereof arising from such delay.
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10. Amendment
of Registration Rights.
Any
provision of this Agreement may be amended and the observance thereof may
be
waived (either generally or in a particular instance and either retroactively
or
prospectively), only with the written consent of the Company and the Holders.
Any amendment or waiver effected in accordance with this Section 10 shall
be
binding upon each Holder and the Company.
11. Miscellaneous.
(a) A
person
or entity is deemed to be a holder of Registrable Securities whenever such
person or entity owns of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more
persons
or entities with respect to the same Registrable Securities, the Company
shall
act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.
(b) Notices
required or permitted to be given hereunder shall be given in the manner
contemplated by the Purchase Agreement, if to the Company or to the Holders,
to
their respective address contemplated by the Purchase Agreement.
(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate
as a
waiver thereof.
(d) This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of New York for contracts to be wholly performed in such state
and
without giving effect to the principles thereof regarding the conflict of
laws.
Each of the parties consents to the jurisdiction of the federal courts whose
districts encompass any part of the City of New York or the state courts
of the
State of New York sitting in the City of New York in connection with any
dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum
non coveniens, to
the
bringing of any such proceeding in such jurisdictions. To the extent determined
by such court, either party hereto shall reimburse the other party for any
reasonable legal fees and disbursements incurred by such party in enforcement
of
or protection of any of its rights under this Agreement.
(e) If
any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.
(f) Subject
to the requirements of Section 9 hereof, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties
hereto.
(g) All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
9
(h) The
headings in this Agreement are for convenience of reference only and shall
not
limit or otherwise affect the meaning thereof.
(i) This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party
hereto by telephone line facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.
(j) The
Company acknowledges that any failure by the Company to perform its obligations
under Section 3(a) hereof, or any delay in such performance could result
in loss
to the Holders, and the Company agrees that, in addition to any other liability
the Company may have by reason of such failure or delay, the Company shall
be
liable for all direct damages caused by any such failure or delay, unless
the
same is the result of force majeure. Neither party shall be liable for
consequential damages.
(k) This
Agreement constitutes the entire agreement among the parties hereto with
respect
to the subject matter hereof. There are no restrictions, promises, warranties
or
undertakings, other than those set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings among the parties hereto
with
respect to the subject matter hereof This Agreement may be amended only by
an
instrument in writing signed by the party to be charged with enforcement
thereof.
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IN
WITNESS WHEREOF,
the
parties have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first above
written.
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COMPANY:
ANSWERS
CORPORATION
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| |
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| By: | /s/ Xxxxxx Xxxxxxxxx | |
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Name:
Xxxxxx
Xxxxxxxxx
Title:
Chief Financial Officer
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| HOLDERS: | ||
| BRAINBOOST PARTNERSHIP | ||
| |
|
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| By: | /s/ XXXXX XXXXXXXXXX | |
|
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| Name: | XXXXX XXXXXXXXXX | |
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| Title: | GENERAL PARTNER | |
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| XXXXX XXXXXXXXXX | ||
| /s/ XXXXX XXXXXXXXXX | ||
|
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| XXX XXXXX | ||
| /s/ XXX XXXXX | ||
|
|
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| XXX XXXXXX | ||
| /s/ XXX XXXXXX | ||
|
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