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”).
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”).
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.
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.
SUBORDINATION AGREEMENTSubordination Agreement • January 17th, 2008 • Answers CORP • Services-prepackaged software • New York
This SUBORDINATION AGREEMENT is dated as of , 2008, made by Brian Kariger and Daniel Fierro (each, a “Junior Obligee”), Answers Corporation, a Delaware corporation (the “Company”) and each of its existing subsidiaries as named on the signature pages hereto (the “Existing Subsidiaries”) and each other subsidiary of the Company becoming party hereto (together with the Company and the Existing Subsidiaries, each a “Grantor” and, collectively, the “Grantors”), in favor of Interlachen Convertible Investments Limited, in its capacity as collateral agent (the “Senior Agent”) for each of the buyers set forth on the Schedule of Buyers in the Securities Purchase Agreement (as defined below) (each a “Purchaser” and collectively, the “Purchaser”) and the holders from time to time of the Notes (as defined below) (together with the Purchasers, each a “Noteholder” and collectively, the “Noteholders”).
