Exhibit 10.6


 


SUBORDINATION AGREEMENT


 


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”).


 


RECITALS


 


A.            The Company has entered into that certain
Securities Purchase Agreement, dated as of
                      ,
2008 (the “Securities Purchase Agreement”), by and among the Company,
the Purchasers, and the Senior Agent pursuant to which the Company has agreed
to sell, and the Purchasers have agreed to purchase, the Notes (as defined in
the Securities Purchase Agreement) to be issued pursuant thereto, as such notes
may be amended, restated, replaced or otherwise modified from time to time in
accordance with the terms thereof, the “Notes”).


 


B.            Concurrently
herewith, as security for the prompt payment and performance of the Senior
Obligations (as hereinafter defined),
the Grantors are entering into the Pledge and Security Agreement dated as of
the date hereof (the “Security Agreement”), pursuant to which the
Grantors are granting a lien on and a security interest in all of their assets
to the Senior Agent, for the benefit of the Noteholders, together with certain
mortgages, deeds of trust, debentures, security agreements, pledge agreements,
collateral assignments and other security documents (collectively, with the
Security Agreement and as each such agreement may be amended, restated,
replaced or otherwise modified from time to time in accordance with the terms
thereof, the “Senior Security Documents”).


 


C.            Pursuant
to the Amended and Restated Purchase Agreement dated as of                                       (as
amended or modified from time to time in accordance with its terms, the “Purchase
Agreement”), by and among the Company and the Junior Obligee, the Company
has promised to pay to the Junior Obligee the aggregate principal amount of up
to $10,000,000 less any amount due by the Junior Obligee to the Company under
Sections 1.2 and 9 thereof (such amount, if any, the “Seller Holdback”).


 


D.            Pursuant
to the Purchase Agreement, as security for the prompt payment and performance
of the Junior Obligations (as hereinafter
defined), the Grantors have entered into in favor of the Junior Obligee
that certain Pledge And Security Agreement, as may be amended, restated,
replaced or otherwise modified from time to time in accordance with the terms
thereof, the “Seller Documents”) pursuant to which the Grantors
have granted a lien on and a security interest in all of their assets to the
Junior Obligee.


 

















 


E.             The
Senior Agent on behalf of the Noteholders and the Junior Obligee wish to agree
as to the priority of the repayment of the Senior Obligations and the Junior
Obligations, and the rights of each with respect thereto, and as to their
respective liens upon and security interests in the Collateral (as hereinafter
defined) and as to certain other rights, priorities, and interests as between
and among the Senior Agent and the Noteholders, on the one hand, and the Junior
Obligees, on the other hand.


 


AGREEMENT


 


In consideration of the foregoing, the mutual covenants contained
herein, and for other good and valuable consideration, the receipt of which the
Senior Agent and the Junior Obligee hereby acknowledge, the Senior Agent, the
Noteholders and the Junior Obligee hereby agree as follows:


 


1.             Definitions and Rules of
Construction.


 


(a)   Definitions.  The following terms, as used in this
Agreement, shall have the following meanings:


 


“Accounts” means all the Grantors’ now owned or hereafter
acquired right, title, and interest with respect to “accounts” (as that term is
defined in the UCC), and any and all supporting obligations in respect thereof.


 


“Agreement” means this Subordination Agreement together with any
and all amendments, extensions, modifications, riders, addenda, exhibits, and
schedules hereto.


 


“Bankruptcy Case” means any proceeding commenced by or against
the Company or any other Grantor, under any provision of the Bankruptcy Code or
under any other federal or state bankruptcy or insolvency law, including assignments
for the benefit of creditors, formal or informal moratoria, compositions,
extensions generally with its creditors, or proceedings seeking reorganization,
arrangement, or other similar relief, and all converted or succeeding cases in
respect thereof.


 


“Bankruptcy Code” means the United States Bankruptcy Code (11
U.S.C. § 101, et  seq.), as amended, and any successor
statute.


 


“Books” means the Grantors’ now owned or hereafter acquired
books and records (including all of its Records indicating, summarizing, or
evidencing its assets (including the Collateral) or liabilities, all of its
Records relating to its business operations or financial condition, and all of
its goods or General Intangibles related to such information).


 


“Business Day” means any day that is not a Saturday, Sunday or
other day on which national banks are authorized or required to close in New
York City.


 


“Collateral” means all assets and property of the Grantors,
including, without limitation, all of the Grantors’ presently existing and
hereafter acquired personal property, including, without limitation, the
Grantors’ Accounts, Books, deposit accounts, Equipment, General Intangibles and
DDA’s, Inventory, Investment Property and Negotiable 


 

















 


Collateral; all of the Company’s Real Property and leases for Real
Property; all proceeds and insurance proceeds of the foregoing; all money or
other assets of the Grantors that now or hereafter come into the possession,
custody, or control of a Secured Creditor; and the proceeds and products, whether
tangible or intangible, of any of the foregoing, including proceeds of
insurance covering any or all of the foregoing, and any and all Accounts,
Books, Equipment, General Intangibles and DDA’s, Inventory, Investment
Property, Negotiable Collateral, Real Property, leases for Real Property,
money, deposit accounts, or other tangible or intangible property resulting
from the sale, exchange, collection, or other disposition of any of the
foregoing, or any portion thereof or interest therein.


 


“Company” has the meaning set forth in the Recitals to this
Agreement.


 


“Creditors” means collectively, the Senior Agent, the
Noteholders and the Junior Obligee.


 


“Documents” means, collectively, the Senior Documents and the
Junior Documents.


 


“Equipment” means all of the Grantors’ now owned or hereafter
acquired right, title, and interest with respect to equipment, machinery,
machine tools, motors, furniture, furnishings, fixtures, vehicles (including
motor vehicles and aircraft), vessels, tools, parts, goods (other than consumer
goods, farm products, or Inventory), wherever located, including all
attachments, accessories, accessions, replacements, substitutions, additions,
and improvements to any of the foregoing.


 


“General Intangibles” means all of the Grantors’ now owned or
hereafter acquired right, title, and interest with respect to general
intangibles (including payment intangibles, contract rights, rights to payment,
judgments, rights arising under common law, statutes, or regulations, choses or
things in action, goodwill, patents, designs, inventions, trade names, trade
secrets, d/b/a’s, Internet domain names, logos, trademarks, servicemarks,
copyrights, blueprints, drawings, purchase orders, customer lists, monies due
or recoverable from pension funds, route lists, rights to payment and other
rights under any royalty or licensing agreements, infringement claims, computer
programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, money, deposit accounts, insurance premium
rebates, tax refunds, and tax refund claims), and any and all supporting
obligations in respect thereof, and any other personal property other than
goods, Accounts, Investment Property, and Negotiable Collateral.


 


“Inventory” means all of the Grantors’ now owned or hereafter
acquired right, title, and interest with respect to inventory, including goods
held for sale, and goods constituting raw materials, work in process, or
materials used or consumed in the Grantors’ business.


 


“Investment Property” means all the Grantors’ now owned or
hereafter acquired right, title, and interest with respect to “investment
property” as that term is defined in the UCC, and any and all supporting
obligations in respect thereof.


 

















 


“Junior Documents” means, collectively, the Seller Holdback, the
Seller Security Documents and any other document, instrument, mortgage or
agreement now existing or in the future entered into evidencing, documenting,
securing, or otherwise relating to the Seller Obligations or the Collateral, together
with any amendments, replacements, substitutions, or restatements thereof.


 


“Junior Obligations” means any and all presently existing or
hereafter arising indebtedness, claims, debts, liabilities, obligations, fees
and expenses of the Grantors owing to the Seller including under the Seller
Documents, whether direct or indirect, whether contingent or of any other
nature, character, or description (including all interest and other amounts
accruing after commencement of any Bankruptcy Case, and any interest and other
amounts that, but for the provisions of the Bankruptcy Code, would have accrued
and become due or otherwise would have been allowed), and any refinancings,
renewals, refundings, or extensions of such amounts.


 


“Junior Obligee” has the meaning set forth in the preamble to
this Agreement.


 


“Lien Enforcement Action” means (a) any action by the
Senior Agent to foreclose on its lien in any material portion of the Collateral
(including any Secured Creditor Remedies), (ii) any action by the Senior
Agent to take possession of, sell or otherwise realize (judicially or
non-judicially) upon any material portion of the Collateral (including, without
limitation, by setoff or notification of account debtors), and/or (iii) the
commencement by the Senior Agent of any legal proceedings against or with
respect to all or any of the Collateral to facilitate the actions described in (i) and
(ii) above.


 


“Maximum Priority Senior Note Amount” means, as of any date of
determination, the principal amount of the Senior Obligations as of such date
up to, but not in excess of $10,000,000. 
The term “Maximum Priority Senior Note Amount shall not include
obligations consisting of interest, fees, premiums, indemnities, costs or
expenses.


 


“Negotiable Collateral” means all of the Grantors’ now owned and
hereafter acquired right, title, and interest with respect to letters of
credit, letter of credit rights, instruments, promissory notes, drafts,
documents, and chattel paper (including electronic chattel paper and tangible
chattel paper), and any and all supporting obligations in respect thereof.


 


“Noteholders” has the meaning set forth in the Preamble to this
Agreement and shall include all subsequent holders of the Senior Obligations.


 


“Paid in Full” means the indefeasible final payment in full in
cash of all such Senior Obligations in accordance with the Senior Documents
with respect to such Senior Obligations and such payment shall not be subject
to defeasance, disgorgement, repayment or return for any reason whatsoever.  For the purposes of this Agreement, the
Senior Obligations shall not be deemed to have been paid in full until 180 days
following such date on which the Senior Agent and the Noteholders thereof shall
have received indefeasible final payment in full in cash of all such Senior
Obligations.


 

















 


“Person” means natural persons, corporations, limited liability
companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other
organizations, irrespective of whether they are legal entities, and governments
and agencies and political subdivisions thereof.


 


“Real Property” means any estates or interests in real property
now owned or hereafter acquired by the Grantors and the improvements thereto.


 


“Record” means information that is inscribed on a tangible
medium or which is stored in an electronic or other medium and is retrievable
in perceivable form.


 


“Secured Creditor” means any of the Senior Agent, the
Noteholders or Junior Obligee, or any successor or assignee of any of them, or
any future holder of Senior Obligations or Junior Obligations, respectively.


 


“Secured Creditor Remedies” means any action by a Secured
Creditor in furtherance of the sale, foreclosure, realization upon, or the repossession
or liquidation of any of the Collateral, including, without limitation:  (i) the exercise of any remedies or
rights of a “Secured Creditor” under Article 9 of the UCC, such as,
without limitation, the notification of account debtors; (ii) the exercise
of any remedies or rights as a mortgagee or beneficiary (or by the trustee on
behalf of the beneficiary), including, without limitation, the appointment of a
receiver, or the commencement of any foreclosure proceedings or the exercise of
any power of sale, including, without limitation, the placing of any
advertisement for the sale of any Collateral; (iii) the exercise of any
remedies available to a judgment creditor; (iv) the exercise of any rights
of forfeiture, recession or repossession of any assets, or (v) any other
remedy available in respect of the Collateral available to such Secured
Creditor under any Document to which it is a party or under applicable law,
provided that Secured Creditor Remedies shall not include any action taken by a
Secured Creditor solely to (A) correct any mistake or ambiguity in any
Documents or (B) remedy or cure any defect in or lapse of perfection of
the lien of a Secured Creditor in the Collateral.


 


“Secured Creditors’ Indebtedness” means, collectively, the
Senior Obligations and the Junior Obligations.


 


“Securities Purchase Agreement” has the meaning set forth in the
Recitals to this Agreement.


 


“Security Documents” has the meaning set forth in the Recitals
to this Agreement.


 


“Seller Holdback” has the meaning set forth in the Recitals to
this Agreement.


 


“Senior Agent” has the meaning set forth in the Recitals to this
Agreement and shall include any successor agent under the Securities Purchase
Agreement or any replacement or refinancing thereof.


 

















 


“Senior Documents” means, collectively, the Securities Purchase
Agreement, the Senior Security Documents, the Notes (as defined in the
Securities Purchase Agreement), any Transaction Document (as defined in the
Securities Purchase Agreement) and any other document instrument or agreement
now existing or in the future entered into evidencing, documenting, securing or
otherwise relating to the Senior Obligations or the Collateral, together with,
to the extent not prohibited by Section 15(a) of this Agreement, any
amendments, replacements, substitutions, or restatements thereof.


 


“Senior Obligations” means any and all presently existing or
hereafter arising indebtedness, reimbursement obligations, claims, debts,
liabilities, obligations (including, without limitation, any prepayment
premium), expenses, indemnities, commissions and fees of the Grantors owing to
the Senior Agent and the Noteholders under the Senior Documents, whether direct
or indirect, whether contingent or of any other nature, character, or
description (including all interest and other amounts accruing after
commencement of any Bankruptcy Case, and all interest and other amounts that,
but for the provisions of the Bankruptcy Code, would have accrued and become
due or otherwise would have been allowed), and any refinancings, renewals,
refundings, or, to the extent permitted in Section 15(a) hereof,
extensions of such amounts; provided that, Senior Obligations shall not
include any amount of principal under the Senior Notes in excess of the Maximum
Priority Senior Note Amount.


 


“Senior Security Documents” has the meaning set forth in the
Recitals to this Agreement.


 


“UCC” means the Uniform Commercial Code as adopted in the State
of New York, or in such other jurisdiction as governs the perfection of the
liens and security interests in the Collateral for the purposes of the
provisions hereof relating to such perfection or effect of perfection.


 


(b)   UCC
Definitions.  All other capitalized
terms used in this Agreement that are defined in the UCC shall have the
meanings given to them in the UCC unless otherwise expressly defined herein.


 


(c)   Other
Definitional Provisions.  When used
in this Agreement:  (i) the words
“herein,” “hereof,” and “hereunder” and words of similar import shall refer to
this Agreement as a whole and not to any provision of this Agreement; (ii) the
words “include,” “includes,” and “including” are not limiting; the word “or”
has, except where otherwise required by the context, the inclusive meaning
represented by the phrase “and/or”; (iii) unless otherwise specified, the
words “Section,” “Schedule” and “Exhibit” refer to Sections of, and Schedules
and Exhibits to, this Agreement unless otherwise specified; and (iv) the
singular number includes the plural, and vice versa, whenever the context so
requires.


 


2.             Subordination of
Junior Obligations.


 


2.2           Blockage
of Payments to the Junior Obligee.   
No payment in cash or other property or otherwise (excluding securities
that are subordinated to the Senior Obligations to the same extent as, or more
deeply than, the Junior Obligations are subordinated to the Senior Obligations
pursuant to this Agreement) on account of any Junior Obligations shall 


 





















 


be made by or
on behalf of the Company or any other Grantor, and no Junior Obligee will ask,
demand, sue for, take, or receive any such payment, directly or indirectly,
from or on behalf of the Company or any other Grantor until the Senior
Obligations have been paid in full; provided, however, that
payment may be made in cash on account of the outstanding principal of, and
accrued and unpaid interest on (in an amount not exceeding 7.0% per annum), the
Seller Holdback to the extent (x) such payment is made on and after [                             ](1),
and (y) no Event of Default (as defined in the Notes) exists immediately
before or immediately after giving effect to such payment.


 


(a)   If
at any time following a blockage of payments to any Junior Obligee pursuant to
paragraph (a) of this Section 2.1, the Junior Obligee is no longer
prohibited from receiving any payments with respect to the Junior Obligations
by such Section, the Junior Obligee shall be entitled to receive all payments
with respect to the Junior Obligations that have been blocked together with any
default interest to the extent provided for by the Junior Documents.


 


2.3           Prohibition
of Payments of Junior Obligations on Acceleration or in Bankruptcy Case.   Upon (i) any acceleration of the
principal amount due on any Junior Obligations or (ii) any payment or
distribution of assets of the Company, of any kind or character, whether in
cash, property or securities, following commencement of a Bankruptcy Case, all
amounts due or to become due upon all Senior Obligations shall first be Paid in
Full, before any payment is made on account of any of the Junior Obligations;
and following commencement of a Bankruptcy Case, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which any Junior Obligee would be entitled, except for the
provisions hereof, shall be paid by the Company or any other Person making such
payment or distribution, or by the Junior Obligee if received by it, directly
to the Noteholders, to the extent necessary to result in all Senior Obligations
being Paid in Full, before any payment or distribution is made to the Junior
Obligee.


 


(a)   In any Bankruptcy Case by or against the Company,


 


(i)                    the
Noteholders may, and are hereby irrevocably authorized and empowered (in their
own name or in the name of the Junior Obligee or otherwise), but shall have no
obligation, to, (A) demand, sue for, collect and receive every payment or
distribution referred to in this Section 2.2 and give acquittance therefor
and (B) file claims and proofs of claim in respect of the Junior
Obligations and take such other action (including, without limitation, voting
the Junior Obligations or enforcing any security interest or other lien
securing payment of the Junior Obligations) as the Noteholders may reasonably
deem necessary or advisable for the exercise or enforcement of any of the
rights or interests of the Noteholders hereunder, provided that the Noteholders
may only file claims and proofs of claims in respect of the Junior Obligations
if there shall remain not more than 30 days before such action is barred,
prohibited or otherwise cannot be taken; and


 










(1)           Insert date that is two
year anniversary of the Closing Date.


 





















 


(ii)                   the Junior
Obligee will duly and promptly take such action as the Noteholders may
reasonably request (A) to collect the Junior Obligations for the account
of the Noteholders and to file appropriate claims or proofs of claim with
respect thereto, (B) to execute and deliver to the Noteholders such powers
of attorney, assignments or other instruments as the Noteholders may request in
order to enable it to enforce any and all claims with respect to, and any
security interests and other liens securing payment of, the Junior Obligations,
and (C) to collect and receive for the account of the Noteholders any and
all payments or distributions which may be payable or deliverable upon or with
respect to the Junior Obligations.


 


2.4           Payments
Held in Trust/Turnover.      In the event that,
notwithstanding the foregoing, any payment or distribution of assets of the
Company, whether in cash, property or securities, prohibited by this Agreement
shall be received by any Junior Obligee before all Senior Obligations are Paid
in Full such payment or distribution shall be held in trust for the benefit of
and shall be paid over to or delivered to the Noteholders, until all such
Senior Obligations shall have been Paid in Full.


 


2.5           Subrogation,
Etc.    No payment or distribution to the Noteholders pursuant to
the provisions of this Agreement shall entitle any Junior Obligee to exercise
any rights of subrogation, contribution, reimbursement or indemnity in respect
thereof until all Senior Obligations shall have been Paid in Full.  After the Senior Obligations has been Paid in
Full, the Junior Obligees shall be subrogated to the rights of the Noteholders
to receive payments or distributions of assets of the Company applicable to the
Senior Obligations until all amounts owing in respect of the Junior Obligations
shall be Paid in Full, and for the purpose of such subrogation, no such
payments or distributions to the Noteholders by or on behalf of the Company or
by or on behalf of the Junior Obligees by virtue of this Agreement which
otherwise would have been made to the Junior Obligees shall, as among the
Company, their creditors other than the Noteholders and the Junior Obligees, be
deemed to be payment by the Company to or on account of the Senior Obligations,
it being understood that the above provisions relating to subordination are
solely for the purpose of defining the relative rights of the Noteholders on
the one hand, and the Junior Obligees, on the other hand.


 


3.             Permitted Liens
and Relative Priorities.  As among
the Creditors, and notwithstanding the terms (including the description of
Collateral), dating, execution, or delivery of any document, instrument, or
agreement; the time, order, method, or manner of granting, or perfection of any
security interest or lien; the time of filing or recording of any financing
statements, assignments, deeds of trust, mortgages, or any other documents,
instruments, or agreements under the UCC or any other applicable law; and any
provision of the UCC or any other applicable law to the contrary, the Secured
Creditors agree:


 


(a)   The
Senior Agent, on behalf of the Noteholders, shall have a first priority
security interest in and lien upon the Collateral; and


 


(b)   The
Junior Obligee shall have a second priority security interest in and lien upon
the Collateral.


 

















 


For purposes of the foregoing allocation of priorities, any claim of a
right to a setoff shall be treated in all respects as a security interest and
no claimed right of setoff shall be asserted to defeat or diminish the rights
or priorities provided for herein.


 


4.             No Alteration of Priority.  The lien and security interest priorities
provided in Section 3 shall not be altered or otherwise affected by any
amendment, modification, supplement, extension, renewal, restatement or (to the
extent permitted in Section 15(a) hereof) refinancing of any of the Senior
Obligations or any Junior Obligations nor by any action or inaction which any
Secured Creditor may take or fail to take in respect of the Collateral. The
Secured Creditors consent to the Company' granting to each other Secured
Creditor the liens and security interests reflected in Section 3.


 


5.             Perfection.  Each of the Secured Creditors shall be solely
responsible for, and nothing herein shall prohibit any Secured Creditor from,
perfecting and maintaining the perfection of its lien or security interest in
any of the Collateral in which such party has been granted a lien or security
interest.  The provisions of this
Agreement are intended solely to govern the respective priorities as among the
Secured Creditors.  The Junior Obligee,
agrees that it will not directly or indirectly take any action to contest or
challenge the validity, legality, perfection, priority, availability, or
enforceability of the Senior Obligations and liens of any Noteholders upon the
Collateral or seek to have the same avoided, disallowed, set aside, or
otherwise invalidated in any judicial proceeding or otherwise.


 


6.             No New Liens.


 


(a)   The
parties hereto agree that, until the Senior Obligations have been Paid in Full,
none of the Grantors shall, nor shall any Grantor permit any of its
subsidiaries to, grant or permit any additional liens on any asset of a Grantor
to secure any Junior Obligations unless it has granted, or substantially
concurrent therewith grants, a lien on such asset of such Grantor to secure the
Senior Obligations, with such lien to be subject to the provisions of this
Agreement.  To the extent that the
provisions of the immediately preceding sentence are not complied with for any
reason, without limiting any other right or remedy available to the Noteholders
or the Senior Agent, the Junior Obligee agrees that any amounts received by or
distributed to the Junior Obligee pursuant to or as a result of any lien
granted in contravention of this Section 6 shall be subject to Section 2.3.


 


(b)   The
parties hereto acknowledge and agree that it is their intention that the Junior
Obligee shall not have a lien on or a security interest in any Collateral that
the Senior Agent does not have a lien on or security interest in.  In furtherance of the foregoing, the parties
hereto agree to cooperate in good faith in order to determine, upon any reasonable
request by the Senior Agent or the Junior Obligee, the specific assets included
in the Collateral, the steps taken to perfect the liens of the Senior Agent and
the Junior Obligee thereon and the identity of the respective parties obligated
under the Junior Documents and the Senior Documents in respect of the Junior
Obligations and the Senior Obligations, respectively.  The Junior Obligee further agrees that it
will not take any actions to perfect any of its liens on any Collateral, unless
and until it has received confirmation from the Senior Agent that the Senior
Agent has perfected its liens on such Collateral.


 





















 


7.             Exercise of Remedies; Management of Collateral. 
Notwithstanding anything to the contrary contained in any of the Documents:


 


(a)   Until
all Senior Obligations have been Paid in Full: (i) the Senior Agent on
behalf of the Noteholders, shall have the exclusive right to manage, perform,
and enforce the terms of the Senior Documents with respect to the Collateral
and to exercise and enforce all privileges and rights thereunder in their sole
discretion, including, without limitation, the exclusive right to enforce or
settle insurance claims with respect to Collateral, take or retake control or
possession of Collateral and to hold, prepare for sale, process, sell, lease,
dispose of, or liquidate Collateral; (ii) the Junior Obligee shall not
accelerate the principal amount due on any Junior Obligations, or in the case
of the Junior Obligee, exercise any Secured Creditor Remedies with respect to
Collateral, or commence, or join with any other creditor other than the
Noteholders in commencing, any Bankruptcy Case; and (iii) any and all
proceeds of Collateral which shall come into the possession, control, or
custody of the Junior Obligee will be deemed to have been received for the
account of the Noteholders and shall be immediately paid over to the Senior
Agent.  In connection with the provisions
of clause 7(a)(i) above, the Junior Obligee waives any and all rights to
affect the method or challenge the appropriateness of any action by the Senior
Agent or the Noteholders with respect to the Collateral, and waives any claims
or defenses they may have against the Senior Agent or the Noteholders,
including any such claims or defenses based on any actions or omissions of any
such person in connection with the perfection, maintenance, enforcement,
foreclosure, sale, liquidation or release of any lien or security interest
therein, or any modification or waiver of any Senior Documents.


 


(b)   The
rights and priorities set forth in this Agreement shall remain binding
irrespective of the terms of any plan of reorganization in a Bankruptcy Case or
other provisions of the Bankruptcy Code or any similar federal or state
statute.


 


8.             Sale of Collateral.


 


(a)   Until
the Senior Obligations have been Paid in Full: (i) only the Senior Agent
and the Noteholders shall have the right to restrict or permit, or approve or
disapprove, the sale, transfer or other disposition of the Collateral; and (ii) the
Junior Obligee will, immediately upon the request of the Senior Agent or the
Noteholders, release or otherwise terminate its liens and security interests
upon the Collateral, to the extent such Collateral is sold or otherwise
disposed of by the Company with the consent of the Senior Agent or the
Noteholders in accordance with the Senior Documents, and the Junior Obligee
will immediately deliver such release documents as the Senior Agent or the
Noteholders may require in connection therewith.  In furtherance of the foregoing, the Junior
Obligee hereby irrevocably appoints the Senior Agent its attorney-in-fact, with
full authority in the place and stead of the Junior Obligee and in the name of
the Junior Obligee or otherwise, to deliver (and execute as appropriate) any
document or instrument which the Junior Obligee may be required to deliver
pursuant to this Section 8.  If any
sale or disposition results in a surplus after the Senior Obligations have been
Paid in Full, such surplus shall be paid to the Junior Obligee, for application
in accordance with the terms of the Junior Documents.  The Senior Agent agrees that it will give the
Junior Obligee at least five (5) days’ prior written notice of its
intention to commence the exercise of any enforcement right or remedy against
the Collateral, and the parties hereto agree that such notice shall be deemed
to be commercially reasonable.


 





















 


(b)   If
the Junior Obligee shall attempt any Secured Creditor Remedies or attempt any
other action prohibited or restricted under this Agreement, the Grantors, the
Senior Agent or the Noteholders may interpose as a defense or plea the making
of this Agreement and the Senior Agent or the Noteholders may intervene and
interpose such defense in its name or in the name of the Grantors and the
Grantors, the Senior Agent or the Noteholders may by virtue of this Agreement
restrain the enforcement thereof in the name of the Grantors, the Senior Agent
or the Noteholders.  Notwithstanding
anything to the contrary, any payment or distribution of cash, assets or
securities of the Grantors received by the Junior Obligee prior to all Senior
Obligations being Paid in Full, shall be held by the Junior Obligee in trust
for and paid over to the Senior Agent for application to the Senior Obligations
until such Senior Obligations are Paid in Full.


 


(c)   This
Section 8 shall not be construed in any way to limit or impair the right
of (i) any Secured Creditor to bid for and purchase Collateral at any
private or judicial foreclosure upon such Collateral initiated by any other
Secured Creditor, (ii) the Junior Obligee to join (but not control) any
foreclosure or other judicial lien enforcement proceeding with respect to such
Collateral initiated by the Senior Agent or the Noteholders thereon, so long as
it does not delay or interfere with the exercise by the Senior Agent or the
Noteholders of their rights and (iii) subject to the terms of this
Agreement, the right of the Junior Obligee with respect to any Collateral to
receive payments from the proceeds of the collection, sale or other disposition
of such Collateral.


 


9.             Sections 9-611 and
9-613 Notice and Waiver of Marshalling. 
Each Secured Creditor hereby acknowledges that this Agreement shall
constitute notice of the other Secured Creditors' respective interests in the
Collateral as provided by Sections 9-611, 9-613 of the UCC and each of the
Secured Creditors waives any right to compel the other Secured Creditors to
marshal any of the Collateral or to seek payment from any particular assets of
the Grantors or from any third party.


 


10.           Insurance or
Condemnation.  In the event of:


 


(a)   a
taking or threatened taking by condemnation or other eminent domain of all or
any portion of any Real Property (collectively, a “Taking”) or


 


(b)   the
occurrence of a fire or other casualty resulting in damage to all or any
portion of any Collateral (collectively, a “Casualty”):


 


(i)                    the Junior
Obligee hereby waives any right to participate or join in any adjustment,
compromise, or settlement of any claims resulting from a Taking or a Casualty
with respect to any Collateral;


 


(ii)                   all proceeds
received or to be received on account of a Taking and/or Casualty shall be
applied in the manner or manners provided for in the Senior Documents; and


 


(iii)                  the Junior
Obligee agrees to execute and deliver any documents, instruments, agreements or
further assurances required to effectuate any of the foregoing.


 





















 


11.           Bankruptcy Issues.


 


(a)   Except
as provided in this Section 11, this Agreement shall continue in full
force and effect after the commencement of a Bankruptcy Case (all references
herein to the a Grantor being deemed to apply to such Grantor as
debtor-in-possession and to a trustee for such Grantor’s estate in a Bankruptcy
Case), and shall apply with full force and effect with respect to all
Collateral acquired by the Grantors, and to all Secured Creditors’ Indebtedness
incurred by the Grantors, subsequent to such commencement.


 


(b)   If
a Grantor shall become subject to a Bankruptcy Case, and if the Senior Agent
and the Noteholders shall desire to permit the use of cash collateral or to
provide post-petition financing to the Company, the Junior Obligee agrees as
follows:  (i) adequate notice to the
Junior Obligee shall be deemed to have been provided for such use of cash
collateral or post-petition financing if the Junior Obligee receives notice
thereof at least three (3) Business Days prior to any hearing on a request
to approve such use of cash collateral or post-petition financing; and (ii) no
objection will be raised by the Junior Obligee to any such use of cash
collateral or such post-petition financing by the Senior Agent or the
Noteholders, provided that the Junior Obligee retains its liens and security
interests on the Collateral, junior only to the liens or security interests of
the Senior Agent and the Noteholders therein. 
No objection will be raised by the Junior Obligee to the Senior Agent’s
motion for relief from the automatic stay in any proceeding under the
Bankruptcy Code to foreclose on and sell the Collateral.


 


12.           Notice of Default
and Certain Events.  Each Creditor
shall send written notice to each other Creditor upon the occurrence of any of
the following as applicable:


 


(a)   the
declaration of any default under such Creditor’s Documents, or the acceleration
of any of such Creditor’s Indebtedness; or


 


(b)   the
commencement of any sale or liquidation of, or realization upon, any of the
Collateral.


 


Each such notice shall be sent to each other Secured Creditor
contemporaneously with the sending of such notice to a Grantor if and when sent
under the applicable Documents.  The
failure of any Secured Creditor to give such notice shall not affect the
relative lien or security interest priorities or the other privileges of such
Secured Creditor as provided in this Agreement or give rise to any liability.


 


13.           Authority of Agents.


 


(a)   The
Senior Agent represents and warrants that the execution, delivery and
performance by it of this Agreement has been duly authorized by the Noteholders
and that this Agreement constitutes the legal, valid and binding obligation of
the Senior Agent and the Noteholders, enforceable against each of them in
accordance with its terms.


 


(b)   The
Junior Obligee represents and warrants that the execution, delivery and
performance by it of this Agreement has been duly authorized by the Junior
Obligee and that this Agreement constitutes the legal, valid and binding
obligation of the Junior Obligee, enforceable against the Junior Obligee in
accordance with its terms.


 





















 


(c)   The
Junior Obligee agrees that any assignment or transfer of an interest in any of
the Junior Obligations shall be made expressly subject to the terms and
conditions of this Agreement.  Each
Person that becomes a Junior Obligee after the date of this Agreement shall
execute and deliver to the Senior Agent an acknowledgement and consent to the
terms of this Agreement.


 


14.           Modification of Documents; Additional Covenants.


 


(a)   The
Junior Obligee agrees that the Senior Agent and the Noteholders shall have
absolute power and discretion, without notice to the Junior Obligee, to deal in
any manner with the Senior Obligations, including, but not by way of
limitation, the power and discretion to do any of the following:  (i) any demand for payment of any Senior
Obligations may be rescinded in whole or in part, and any Senior Obligations
may be continued, and the Senior Obligations or the liability of the Grantors
upon or for any part thereof, or any Collateral or guaranty therefor, or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, modified, accelerated, compromised, waived, surrendered, or
released; and (ii) the Senior Documents may be amended, modified,
supplemented, refinanced, renewed, refunded, extended or terminated, in whole
or in part, as the Senior Agent and the Noteholders may deem advisable from
time to time; and (iii) any Collateral may be sold, exchanged, waived,
surrendered, or released.  The Junior
Obligee will remain bound under this Agreement, and the subordination provided
for herein shall not be impaired, abridged, released, or otherwise affected
notwithstanding any such renewal, extension, modification, acceleration,
compromise, amendment, supplement, termination, sale, exchange, waiver,
surrender, or release.  The Senior
Obligations shall conclusively be deemed to have been created, contracted, or
incurred in reliance upon this Agreement, and all dealings between the Senior
Agent and Noteholders on the one hand, and the Grantors, on the other hand,
shall be deemed to have been consummated in reliance upon this Agreement.


 


(b)   Without
the prior written consent of the Senior Agent, the Junior Obligee agrees not to
amend, modify or supplement in whole or in part, any terms or provisions of any
Junior Document.


 


(c)   So long as any of the Senior Obligations shall
remain outstanding the Junior Obligee will not without the prior written
consent of the Senior Agent:


 


(i)                    cancel or
otherwise discharge any Junior Obligations (except upon payment in full thereof
to the Junior Obligee or the Noteholders as contemplated hereby), except as
otherwise expressly permitted in this Agreement, or subordinate any Junior
Obligations to any indebtedness of the Grantors other than the Senior
Obligations;


 


(ii)                   sell, assign,
pledge, encumber or otherwise dispose of any Junior Obligations unless such
sale, assignment, pledge, encumbrance or disposition is made expressly subject
to this Agreement; or


 


(iii)                  commence, or
join with any creditor other than the Noteholders in commencing, any Bankruptcy
Case.


 





















 


15.           The Junior Obligee's
Waivers.  The Junior Obligee
waives:  (a) any and all notice of the
creation, modification, renewal, extension, or accrual of any of the Senior
Obligations and notice of or proof of reliance by Senior Agent or the
Noteholders upon this Agreement; (b) agrees not to assert against the Senior
Agent or the Noteholders, any rights which a guarantor or surety could
exercise, but nothing in this Agreement shall constitute any Junior Obligee as
a guarantor or surety; and (c) prior to the time the Senior Obligations are
Paid in Full, any right of subrogation, contribution, reimbursement, or
indemnity which it may have against any Grantor arising directly or indirectly
out of this Agreement.


 


16.           Binding Effect;
Other.  This Agreement shall be a
continuing agreement, shall be binding upon and shall inure to the benefit of
the parties hereto from time to time and their respective successors and
assigns, shall be irrevocable, and shall remain in full force and effect until
the Senior Obligations shall have been Paid in Full, and the Senior Documents
shall have been irrevocably terminated, but shall continue to be effective, or
be reinstated, as the case may be, if any payment, or any part thereof, of any
amount paid by or on behalf of the Grantors with regard to any Senior
Obligations is rescinded or must otherwise be restored or returned upon or as a
result of any Bankruptcy Case, or for any other reason, all as though such
payments had not been made.  Any waiver
or amendment hereunder must be evidenced by a signed writing of the party to be
bound thereby, and shall only be effective in the specific instance.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.  The parties agree that any actions arising
out of or in connection with this Agreement shall be tried and litigated in the
state and federal courts located in the County of New York, in the State of New
York.  The headings in this Agreement are
for convenience of reference only, and shall not alter or otherwise affect the
meaning hereof.


 


17.           Parties Intended to
be Benefited.  All of the
understandings, covenants, and agreements contained herein are solely for the
benefit of the Senior Agent, the Noteholders, the Junior Obligee, their
respective successors and assigns, and future holders of the Senior Obligations
and the Junior Obligations respectively, and there are no other parties,
including the Company or any of their creditors, successors, or assigns, which
are intended to be benefited, in any way, by this Agreement.


 


18.           No Limitation
Intended.  Nothing contained in this
Agreement is intended to or shall affect or limit, in any way, the rights that
the Senior Agent, the Noteholders and the Junior Obligee have with respect to
any third parties.  The Senior Agent, the
Noteholders, and the Junior Obligee hereby specifically reserve all of their
respective rights against the Grantors and all other third parties.


 


19.           Notice.  Whenever it is provided herein that any
notice, demand, request, consent, approval, declaration, or other communication
shall or may be given to or served upon any of the parties hereto, or whenever
any of the parties desires to give or serve upon the other communication with
respect to this Agreement, each such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing and shall be delivered
either in person or by registered, or certified United States mail, postage
prepaid, by facsimile, or by recognized overnight courier service, addressed as
follows:


 


19.1         If
to any holder of the Notes, at:


 





















 


Interlachen Convertible Investments Limited

c/o Interlachen Capital Group LP  800
Nicollet Mall, Suite 2500 

Minneapolis, MN 55402-2034


Attention: 
Gregg T. Colburn and Legal Department


Fax No.: 
612.659.4457


 


with a copy to:


 


SCHULTE ROTH & ZABEL LLP

919 Third Avenue

New York, New York  10022



Attn:             Eleazer
N. Klein, Esq.

Fax No.         212.593.5955


 


19.2         If
to the Junior Obligee, at:


Daniel Fierro


312 East
Mandalay Drive


Olmos Park TX
78212


Facsimile
No.:  210-826-1939


 


with a copy
(which shall not constitute notice) to:


 


DLA Piper US LLP

1251 Avenue of the Americas

New York, New York 10020-1104


Attention:  James E. Nelson


Facsimile No.:  (212) 884-8731


Telephone No.:  (212) 335-4631


 


and


 


Brian Kariger


3120 E. 2nd
Street


Long Beach


California
90803


Facsimile
No.:  562.439.4301


Telephone
No.:  310.738.3777


 


with a copy (which shall not constitute
notice) to:


 


Eric Adler,
Magee & Adler, APC


400 Oceangate,
Suite 1030


Long Beach, CA
90803


Attention: 
Eric R. Adler, Esq.

Facsimile No.:  562.432.1060

Telephone No.:  562.432.1154


 





















 


19.3         If
to the Grantors, at:


 


ANSWERS CORPORATION


237 West 35th Street, Suite 1101

New York, NY 10001


 


Attn: Caleb A. Chill, General Counsel

Fax No.         646.304.1826


 


with a copy to:


 


Sichenzia Ross
Friedman Ference LLP


61 Broadway,
32nd Floor

New York, NY 10006



Attn:       Jeffrey J.
Fessler, Esq.

Fax No.:  212.930.9725


 


or at such other address as may be substituted by notice given as
herein provided.  Giving of any notice
required hereunder may be waived in writing by the party entitled to receive
such notice.  Every notice, demand,
request, consent, approval, declaration or other communication hereunder shall
be deemed to have been duly given when received.


 


20.           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


21.           Complete Agreement.  This Agreement constitutes the complete
agreement and understanding of each of the Creditors, and supersedes all prior
or contemporaneous oral and written negotiations, agreements and
understandings, express or implied, with respect to the subject matter hereof.


 


22.           No Joint Venture.  Each of the Creditors acknowledges and
confirms that this Agreement shall not create a joint venture, agency or
fiduciary relationship.


 


23.           Counterparts.  This Agreement may be executed in any number
of counterparts, and by the parties each in separate counterparts, each of
which shall be an original, but all of which shall together constitute one and
the same Agreement.


 


24.           Waiver of Jury Trial.  THE SENIOR AGENT, THE NOTEHOLDERS AND THE
JUNIOR OBLIGEE HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF 


 





















 


THE SENIOR AGENT, THE
NOTEHOLDERS AND THE JUNIOR OBLIGEE WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.  THE SENIOR AGENT, THE
NOTEHOLDERS AND THE JUNIOR OBLIGEE HEREBY AGREE AND CONSENT THAT ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY,
AND THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT TO THE
WAIVER OF RIGHT TO TRIAL BY JURY.


 


25.           Specific Performance.  Each of the parties agrees and acknowledges
that in the event of any breach of this Agreement, the non-breaching party
would be irrevocably harmed and would not be made whole by monetary
damages.  It is accordingly agreed that
the parties hereto shall and do hereby waive the defense in any action for
specific performance that a remedy at law would be adequate and that the
parties hereto, in addition to any other remedy to which they made be entitled
at law or in equity, shall be entitled to compel specific performance of this
Agreement in any action instituted in the Supreme Court of the State of New
York or the United States District Court of the Southern District of New York,
or, in the event such courts shall not have jurisdiction of such action, in any
court of the United States or any state thereof having subject matter
jurisdiction of such actions.


 


26.           Legend; Further
Assurances.


 


(a)   The
Junior Obligee and each Grantor will cause the Junior Document to which it is a
party and any other instrument or agreement hereafter evidencing or
guaranteeing any Junior Obligations to be indorsed with substantially the following
legend:


 


“The indebtedness evidenced by this instrument is subordinated to the
prior payment in full of the Senior Obligations (as defined in the
Subordination Agreement hereinafter referred to) pursuant to, and to the extent
provided in, the Subordination Agreement, dated as of
                       ,
2008, by and among Interlachen Convertible Investments Limited in its capacity
as collateral agent (pursuant to the Securities Purchase Agreement, dated
                       , 2008,
for the purchasers who are from time to time parties to thereto), Brian Kariger
and Daniel Fierro and Answers Corporation.”


 


(b)   The
Junior Obligee and each Grantor will (i) mark their books or accounts or
take such other action as shall be effective to give reasonable notice of the
effect of this Agreement and (ii) in the case of any Junior Obligations
which is not evidenced by any instrument, upon the Senior Agent’s or the
Noteholders’ request, cause such Junior Obligations to be evidenced by an
appropriate instrument or instruments indorsed with the above legend.  The Junior Obligee and each Grantor will, at
its expense and at any time and from time to time, promptly execute and deliver
all further instruments and other documents, and take all further action, that
may be necessary or, in the opinion of the Senior Agent or the Noteholders,
desirable, or that the Senior Agent or the Noteholders may request, in order to
protect any right 


 





















 


or interest granted or purported to be granted hereby or to enable the
Senior Agent or the Noteholders to exercise and enforce their rights and
remedies hereunder.


 


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PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first herein above set forth.


 


	
   

  	
  INTERLACHEN CONVERTIBLE

  INVESTMENTS LIMITED,

  
	
   

  	
  as Senior Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 


[Signature Page to Subordination Agreement]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first herein above set forth.


 


 


	
   

  	
  BRIAN KARIGER, AS TRUSTEE OF THE

  BRIAN PATRICK KARIGER

  CHARITABLE REMAINDER UNITRUST

  
	
   

  	
  TRUST DATED APRIL 9, 2007

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


STATE OF


 


COUNTY OF


 


On
the        day of
                                ,
in the year 2008, before me, the undersigned, personally appeared
                                                          ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same.


 


This
instrument was acknowledged before me on this
       day of
                                      ,
2008, by
                                        .


 


WITNESS my hand and official seal.


 


 


	
   

  	
   

  
	
  Name:

  
	
  Notary Public

  
	
  No.:

  
	
  Qualified in:

  
	
  Commission Expires:

  



 


 


[Signature Page to Subordination Agreement]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first herein above set forth.


 


 


	
   

  	
   

  
	
   

  	
  BRIAN KARIGER, AS TRUSTEE OF THE BRIAN  

  
	
   

  	
  PATRICK KARIGER REVOCABLE TRUST

  
	
   

  	
  DATED FEBRUARY 9, 2007

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


STATE OF


 


COUNTY OF


 


On
the        day of
                                ,
in the year 2008, before me, the undersigned, personally appeared
                                                          ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same.


 


This
instrument was acknowledged before me on this
       day of
                                      ,
2008, by
                                        .


 


WITNESS my hand and official seal.


 


 


	
   

  	
   

  
	
  Name:

  
	
  Notary Public

  
	
  No.:

  
	
  Qualified in:

  
	
  Commission Expires:

  



 


 


[Signature Page to Subordination Agreement]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first herein above set forth.


 


 


	
   

  	
   

  
	
   

  	
  Daniel Fierro

  



 


 


STATE OF


 


COUNTY OF


 


On
the        day of
                                ,
in the year 2008, before me, the undersigned, personally appeared
                                                          ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same.


 


This
instrument was acknowledged before me on this
       day of
                                      ,
2008, by
                                        .


 


WITNESS my hand and official seal.


 


 


	
   

  	
   

  
	
  Name:

  
	
  Notary Public

  
	
  No.:

  
	
  Qualified in:

  
	
  Commission Expires:

  



 


 


[Signature Page to Subordination Agreement]


 

















 


Each of the undersigned hereby acknowledges and agrees to the foregoing
terms and provisions.  By its signature
below, the undersigned agrees that it will, together with its successors and
assigns, be bound by the provisions hereof.


 


The undersigned agrees that any Secured Creditor holding Collateral
does so as bailee (under the UCC) for each other Secured Creditors which has a
lien on such Collateral and is hereby authorized to and may turn over to such
other Secured Creditors upon request therefor any such Collateral, after all
obligations and indebtedness of the undersigned to the bailee Secured Creditors
have been fully paid and performed.


 


Each of undersigned acknowledges and agrees that:  (i) although it may sign this
Subordination Agreement it is not a party hereto and does not and will not
receive any right, benefit, priority or interest under or because of the
existence of the foregoing Subordination Agreement, and (ii) it will
execute and deliver such additional documents and take such additional action
as may be necessary or desirable in the reasonable opinion of any of the
Secured Creditors to effectuate the provisions and purposes of the foregoing
Subordination Agreement.


 


	
   

  	
  ANSWERS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GURUNET ISRAEL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEXICO PUBLISHING GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 


 


[Signature
Page to Subordination Agreement]