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”).
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”).
