Exhibit 10.1


SECOND AMENDMENT TO THE PURCHASE
AGREEMENT


 


This SECOND AMENDMENT TO THE
PURCHASE AGREEMENT  (this
“Amendment”) is made and entered into as
of November 12, 2007 by and among Answers
Corporation, a Delaware corporation (the “Purchaser”), and Brian
Kariger, as the Sellers Representative.


WHEREAS, Lexico Publishing Group, LLC, a California limited liability
company, Brian Kariger, as trustee of the Brian Patrick Kariger Charitable
Remainder Unitrust Trust dated April 9, 2007, Brian Kariger, as trustee of
the Brian Patrick Kariger Revocable Trust dated February 9, 2007, and
Daniel Fierro (collectively, the “Sellers”),
the Sellers Representative, and the Purchaser (the Sellers, the
Sellers Representative, and the Purchaser collectively, the “Parties”) entered into a Purchase
Agreement, dated as of July 13, 2007, as amended by the First Amendment to the
Purchase Agreement dated July 31, 2007 (the “Agreement”);


WHEREAS, the Parties wish to amend
certain provisions in the Agreement, as set forth herein; and


WHEREAS, pursuant to Section 10.5 of the Agreement,
the Agreement may be amended with the written consent of Purchaser and the Sellers Representative, which amendment
shall be binding upon the Parties and their respective successors and
assignees.


NOW, THEREFORE, in consideration of the premises and of the mutual promises,
covenants, representations and warranties made herein, the Parties intending to
be legally bound, hereby agree as follows:


1.             DEFINITIONS.  Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them under the Agreement.


2.                                      AMENDMENTS


2.1.          Section 8.1.2 of the Agreement shall
be deleted in its entirety and replaced with the following:


“8.1.2.
by either Purchaser or the Sellers, if the Closing shall not have occurred by a
date being 228 days from the initial filing date of the registration
statement in respect of the Offering by the Purchaser with the SEC or such
other date that Purchaser and the Sellers Representative may agree upon in
writing (the “ Termination Date “); provided, however, that (i) in case
the registration statement in respect of the Offering is still under the SEC
review at such date, then the Termination Date shall be extended by such
additional period; and (ii) in case that the review of the Company’s
financial statements for the first and second fiscal quarters shall not have
been completed within 30 days following the date hereof, then the
Termination Date shall be extended by such additional period); and provided,
further, that the right to terminate this Agreement under this
Section 8.1.2 shall not be available to any party whose breach of this
Agreement has resulted in the failure of the Closing to occur on or before the
Termination Date;”


2.2.          Section 8.3.1 of the Agreement shall
be deleted in its entirety and replaced with the following:


“8.3.1
Purchaser shall reimburse Sellers for direct out-of-pocket expenses for counsel
and accountants that the Sellers have incurred in connection with the
preparation, negotiation, execution and delivery of this Agreement and the
transactions contemplated hereby, not to exceed $500,000, as Sellers’ sole and
exclusive remedy upon termination of this Agreement pursuant to
Section 8.1.2 in the event that Closing does not occur due to failure to
satisfy the conditions set forth in Section 7.3.7. Such payment shall be
paid within 10 Business Days following


 


 


 





















 


such
termination and upon the receipt by Purchaser of an invoice from Sellers
setting forth such expenses in reasonable detail, accompanied by reasonable
documentation.”


3.             SURVIVAL OF PROVISIONS. 
Except as specifically amended
above, which shall have the effect on the entire Agreement, the Agreement is
hereby ratified, confirmed, and acknowledged and shall remain in full force and
effect.


4.             COUNTERPARTS.  This Amendment may be
executed in any number of counterparts, each of which shall be deemed to be an
original instrument and all of which together shall constitute a single
agreement.  The exchange of a fully
executed Amendment
(in counterparts or otherwise)
by facsimile or by electronic delivery in .pdf format shall be sufficient to
bind the Parties to the terms and conditions of this Amendment,
as an original.


- Signature pages follow -


 


 


 

















 


IN WITNESS WHEREOF, the Purchaser and the
Sellers Representative, intending to be legally
bound, have executed this SECOND
AMENDMENT TO THE PURCHASE AGREEMENT as of the date first written
above.


 


 


	
   

  	
   

  	
   

  	
  ANSWERS
  CORPORATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /S/
  ROBERT S. ROSENSCHEIN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  Robert
  S. Rosenschein

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BRIAN
  KARIGER, AS SELLERS REPRESENTATIVE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /S/
  BRIAN KARIGER