exh10-1.htm


     

    Exh. 10.1

     

    
      
        NEITHER THIS
SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

         

         

         

        Void after 5:00 p.m. (New York time) on the 10th day
of June, 2015.

         

         

         

        	
                Number of Warrants: ______

                 

              	
                Warrant
      Certificate No. Class B-_

                 

              


         

         

        ANSWERS CORPORATION

         

        (A corporation existing under the laws of the State of
Delaware)

         

         

         

        THIS  COMMON STOCK PURCHASE
WARRANT (the "Warrant")
certifies that, for value received, _________ (the "Holder" ), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof and on or prior to 5:00 p.m.
(New York time) on June 10, 2015 (the "Expiry Time") but not thereafter, to
subscribe for and purchase from Answers Corporation, a Delaware corporation (the
"Company"), up to
________ shares (the "Warrant Shares") of Common Stock, par value $.001
per share, of the Company (the "Common Stock" ), subject to adjustment as
provided herein.  The purchase price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).  

         

        Section
1.       Definitions.  Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Securities Purchase Agreement (the “Securities Purchase Agreement”),
dated June 16, 2008, among the Company and the purchasers signatory
thereto.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
2.      Exercise.

         

        a)                 
Exercise of
Warrant. Exercise of the purchase rights represented by this Warrant
may be made, in whole or in part, at any time or times on or after the date of
issuance of this Warrant and on or before the Expiry Time by delivery to the
principal office of the Company of a duly executed copy of the Notice of
Exercise Form annexed hereto (or to such other office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address
of such Holder appearing on the books of the Company); provided, however, within
five (5) trading days of the date said Notice of Exercise is delivered to the
Company, if this Warrant is exercised in full, the Holder shall have surrendered
this Warrant to the Company and the Company shall have received  payment of
the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank.  Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full. 
Partial exercises of this Warrant resulting in purchases of a portion of the
total number of Warrant Shares available hereunder shall have the effect of
lowering the outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased.  The
Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases.  The Company shall deliver
any objection to any Notice of Exercise Form within two (2) Business Days of
receipt of such notice.  The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof.

         

        Immediately prior to the expiration of the Expiry Period, the portion of
this Warrant not exercised prior thereto shall automatically be deemed to be
exercised in full in the manner set forth in Section 2(c), without any further
action on behalf of the Holder; provided, however, that in the event that the
cashless exercise formula set forth in Section 2(c) yields a result that is less
than or equal to zero, then the unexercised portion of this Warrant shall
automatically terminate and become void.  The Company may not call or
redeem any portion of this Warrant without the prior written consent of the
affected Holder.

         

        b)                 
Exercise
Price. The exercise price of the Common Stock under this Warrant
shall be $6.05, subject to adjustment hereunder.

         

        c)                 
Cashless
Exercise. This Warrant may also be exercised by means of a “cashless
exercise” in which the Holder shall be entitled to receive a certificate for the
number of Warrant Shares equal to the quotient obtained by dividing [(A-B)*(X)]
by (A), where: 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (A)
=   the VWAP on the trading day immediately preceding the date of such
election;

         

         

         

        (B)
=    the Exercise Price of this Warrant, as adjusted; and


         

         

         

        (X)
=   the number of Warrant Shares issuable upon exercise of this
Warrant in accordance with the terms of this Warrant by means of a cash exercise
rather than a cashless exercise.

         

         

         

        The "VWAP" means, for any date, the price determined by the
first of the following clauses that applies:  (a) if the Common Stock is
then listed or quoted on a Trading Market, the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by
Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to
4:02 p.m. Eastern Time);  (b) the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
Board or (c) if the Common Stock is not then listed or quoted on the OTC
Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by the Pink Sheets, LLC (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per
share of the Common Stock so reported; or (d) in all other cases, the fair
market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the  Holder and
reasonably acceptable to the Company.

        d)                
Intentionally Omitted.  

         

        e)                 
Mechanics of
Exercise.

         

                                                                                                   
i.           
Authorization of Warrant
Shares. The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and
payment to the Company of the purchase price therefor, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

                                                                                                 
ii.           
Delivery of Certificates
Upon Exercise. Certificates for shares purchased hereunder shall be
transmitted by the transfer agent of the Company to the Holder by crediting the
account of the Holder’s prime broker with the Depository Trust Company through
its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a
participant in such system, and otherwise by physical delivery to the address
specified by the Holder in the Notice of Exercise within three (3) Trading Days
from the delivery to the Company of the Notice of Exercise Form, surrender of
this Warrant (if required) and payment of the aggregate  Exercise Price
(unless exercised by means of a cashless exercise pursuant to Section 2(c))
("Warrant Share Delivery Date").  This Warrant shall be deemed to have been
exercised on the date the Exercise Price is received by the Company (or in the
case of a cashless exercise pursuant to Section 2(c), the date this Warrant is
surrendered).  If all or any part of a Warrant is exercised at a time when
there is an effective registration statement to cover the issuance or resale of
the Warrant Shares or if the legend is not required under applicable securities
laws, such Warrant Shares shall be issued free of all legends on or before the
Warrant Share Delivery Date.  The Warrant Shares shall be deemed to have
been issued, and Holder or any other Person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised by payment to the
Company of the Exercise Price, or the cancellation of shares pursuant to Section
2(c) hereof, and all taxes required to be paid by the Holder, if any, pursuant
to Section 2(d)(vi) prior to the issuance of such shares, have been paid
irrespective of the date such Warrant Shares are credited to the Holder’s DWAC
account, or the date of delivery of certificates evidencing the Warrant Shares,
as the case may be.  

         

                                                                                               
iii.           
Delivery of New Warrants
Upon Exercise. If this Warrant shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Warrant
certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant.

         

                                                                                               
iv.           
Rescission
Rights. If the Company fails to cause its transfer agent to transmit
to the Holder a certificate or certificates representing the Warrant Shares
pursuant to this Section 2(e) by the Warrant Share Delivery Date, then the
Holder will have the right to rescind such exercise.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

                                                                                                 
v.           Buy-In. In addition to
any other rights available to the Holder, if by the Warrant Share Delivery Date
the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 2(e)(ii), and if after such date and prior to the
receipt of such Warrant Shares, the Holder is required by its broker to purchase
(in an open market transaction or otherwise), or the Holder’s broker purchases,
 shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder was entitled to receive upon such
exercise relating to such Warrant Share Delivery Date (a "Buy-In"), then the
Company shall (1) pay in cash to the Holder (in addition to any other remedies
available to or elected by such Holder) the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the product of (A) the aggregate number of
Warrant Shares that the Company was required to deliver to the Holder in
connection with the exercise at issue and (B) the actual sale price at which the
sell order giving rise to such purchase obligation was executed (including any
brokerage commissions) and (2) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored or deliver to the Holder the number of shares of Common
Stock that would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder.  The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect
of the Buy‐In.   

         

                                                                                               
vi.           
No Fractional Shares or
Scrip. No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant.  As to any fraction of a share
that Holder would otherwise be entitled to purchase upon such exercise, the
Company shall pay a cash adjustment in respect of such final fraction in an
amount equal to such fraction multiplied by the Exercise Price. 

         

                                                                                             
vii.           
Charges, Taxes and
Expenses. Issuance of certificates for Warrant Shares shall be made
without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event certificates for Warrant Shares are
to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.

         

        f)                  
The Company’s obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of
any other circumstance which might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares. 
Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver the Warrant Shares upon exercise of the
Warrant as required pursuant to the terms hereof.

         

        Section 3.    Certain Adjustments.

         

        a)                 
Stock Dividends and
Splits. If the Company, at any time while this Warrant is outstanding:
(A) pays a stock dividend or otherwise makes a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company pursuant to this
Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
of shares, (C) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted.  Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re‐classification. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        b)                 
Subsequent Equity
Sales. If the Company shall sell or grant any option to purchase or
otherwise dispose of or issue any Common Stock or Common Stock Equivalents
entitling any Person to acquire shares of Common Stock, at an effective price
per share less than the then Exercise Price (such lower price, the “Base Share
Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted
hereunder (if the holder of the Common Stock or Common Stock Equivalents so
issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which is issued in connection
with such issuance, be entitled to receive shares of Common Stock at an
effective price per share which is less than the Exercise Price, such issuance
shall be deemed to have occurred for less than the Exercise Price), then, the
Exercise Price shall be reduced by multiplying the Exercise Price by a fraction,
the numerator of which is the number of shares of Common Stock issued and
outstanding immediately prior to the Dilutive Issuance plus the number of shares
of Common Stock and Common Stock Equivalents which the aggregate consideration
received or receivable by the Company in connection with such Dilutive Issuance
would purchase at the then effective Exercise Price, and the denominator of
which shall be the sum of the number of shares of Common Stock issued and
outstanding immediately prior to the Dilutive Issuance plus the number of shares
of Common Stock and Common Stock Equivalents so issued or issuable in connection
with the Dilutive Issuance. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued.  The Company shall notify the
Holder in writing, no later than the Trading Day following the issuance of any
Common Stock or Common Stock Equivalents subject to this section, indicating
therein the applicable issuance price, or of applicable reset price, exchange
price, conversion price and other pricing terms (such notice the “Dilutive
Issuance Notice”).  For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon
the occurrence of any Dilutive Issuance, after the date of such Dilutive
Issuance the Holder is entitled to receive a number of Warrant Shares calculated
based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise. 

         

        c)                 
Pro Rata
Distributions.  If the Company, at any time prior to the Expiry
Time, shall declare, or distribute any dividend or other distribution to all
holders of Common Stock (and not to Holders of the Warrants) evidences of its
indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security other than the Common Stock, then in
each such case the Exercise Price shall be adjusted by multiplying the Exercise
Price in effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction of which the
denominator shall be the VWAP determined as of the record date mentioned above,
and of which the numerator shall be such VWAP on such record date less the then
per share fair market value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one outstanding share of
the Common Stock as determined by the Board of Directors of the Company in good
faith.   

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        The adjustment shall be described in a statement provided to the
Holder.  Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date mentioned
above.

         

        d)                
Fundamental Transaction. If, at any time while this Warrant is
outstanding, (A) the Company effects any merger or consolidation of the Company
with or into another Person, (B) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (in any such case, a
“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of
such Fundamental Transaction, at the option of the Holder, (a) the number of
shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event or (b) if the Company is acquired in
an all cash transaction, cash equal to the value of this Warrant as determined
in accordance with the Black-Scholes option pricing formula.  For purposes
of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental
Transaction.  To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this Section 3(d)
and insuring that this Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        e)                 
Calculations. All calculations under this Section 3 shall be made
to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 3, the number of shares of Common Stock deemed to be
issued and outstanding as of a given date shall be the sum of the number of
shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.

         

        f)                  
Voluntary Adjustment By Company. Subject to the Exercise Floor
Price, the Company may at any time during the term of this Warrant reduce the
then current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company (including the Preferred
Director, as such term is defined in the Certificate of Designation) and with
the approval of the Holder.

         

        g)                 
Notice to Holders.  

         

                                                                                                   
i.           
Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to this
Section 3, the Company shall promptly mail to each Holder a notice setting forth
the Exercise Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment.

         

                                                                                                 
ii.           
Notice
to Allow Exercise by Holder. If (A) the Company shall declare a
dividend (or any other distribution) on the Common Stock; (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common
Stock; (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; (D) the approval of any stockholders of the
Company shall be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be mailed to the Holder
at its last address as it shall appear upon the Warrant Register of the Company,
at least 10 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided, in each case that such information shall be made known
to the public through a press release, filing with the Commission, or other
public announcement prior to or in conjunction with such notice being provided
to the Holder, and provided further that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.  The Holder is
entitled to exercise this Warrant during the 10-day period commencing on the
date of such notice to the effective date of the event triggering such
notice.

         

        h)                 
Intentionally Omitted.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
4.        Transfer of
Warrant.

         

        a)                 
Transferability.   This
Warrant and all rights hereunder are transferable, in whole or in part and
without the Company’s consent, upon surrender of this Warrant at the principal
office of the Company, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer.  Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may
be exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.  

         

        b)                 
New
Warrants.  This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or
attorney.  Subject to compliance with Section 4(a), as to any transfer
which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

         

        c)                 
Warrant Register. The Company shall
register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof. 
The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the
contrary.

         

        Section
5.        Miscellaneous.

         

        a)                 
Title
to Warrant.   Prior to the Expiry Time and subject to
compliance with applicable laws and Section 4 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.  

         

        b)                 
No
Rights as Stockholder Until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a stockholder of the Company
prior to the exercise hereof.  Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless exercise),
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        c)                 
Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock
certificate.

         

        d)                
Saturdays, Sundays Legal Holidays,
etc. If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall be a Saturday, Sunday
or a legal holiday, then such action may be taken or such right may be exercised
on the next succeeding day not a Saturday, Sunday or legal
holiday.

         

        e)                 
Authorized Shares. The Company
covenants that during the period the Warrant is outstanding, it will maintain a
reserve, free from preemption rights, from its duly authorized shares of Common
Stock for issuance pursuant to the Transaction Documents in such amount as may
be required to fulfill its obligations in full under the Transaction
Documents.  The Company further covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this
Warrant.  The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of
the Trading Market upon which the Common Stock may be listed.  If at any
time during the Expiry Period the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock (or
other securities as provided herein) to such number of shares as shall be
sufficient for such purposes.

         

        Except
and to the extent as waived or consented to by the Holder, the Company hereby
covenants to not by any action, including, without limitation, amending its
certificate of incorporation, bylaws or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, and will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment.  Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the Exercise Price then in effect and (b) take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of this
Warrant.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        f)                  
Jurisdiction. All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Securities Purchase
Agreement.

         

        g)                 
Restrictions. The Holder acknowledges
that the Warrant Shares acquired upon the exercise of this Warrant, if not
registered, will have restrictions upon resale imposed by state and federal
securities laws.

         

        h)                 
Nonwaiver and Expenses. No course of
dealing or any delay or failure to exercise any right hereunder on the part of
Holder shall operate as a waiver of such right or otherwise prejudice Holder’s
rights, powers or remedies, notwithstanding the fact that all rights hereunder
terminate on the Expiry Time.  If the Company willfully and knowingly fails
to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to Holder such amounts as shall be
sufficient to cover any costs and expenses incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

         

        i)                   
Notices. Any notice, request or other
document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the notice provisions of the
Securities Purchase Agreement.

         

        j)                   
Limitation of Liability. No provision
hereof, in the absence of any affirmative action by Holder to exercise this
Warrant or purchase Warrant Shares, and no enumeration herein of the rights or
privileges of Holder, shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the
Company.

         

        k)                 
Remedies. The remedies provided in
this Warrant shall be cumulative and in addition to all other remedies available
or granted by law, including recovery of damages. Each of the parties hereto
will be entitled to specific performance of its rights under this Warrant. 
The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder and agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach or
threatened breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate including making a showing of economic loss and the posting of
a bond or other security.

         

        l)                   
Successors and Assigns. Subject to
applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of
Holder.  The provisions of this Warrant are intended to be for the benefit
of all Holders from time to time of this Warrant and shall be enforceable by any
such Holder or holder of Warrant Shares.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        m)               
Amendment. This Warrant may be
modified or amended or the provisions hereof waived only with the written
consent of the Company and the Holder.

         

        n)                 
Severability. Wherever possible, each
provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant 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 provisions or the remaining provisions of
this Warrant.

         

        o)                 
Headings. The headings used in this
Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.

         

         

        ********************

        
 

        IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly
authorized.

         

         

         

        Dated:  June 10, 2009

         

                                                                   
 

         

        
          	
                  Answers
Corporation

                   

                   

                
	
                  By:__________________________________________

                   

                      
      Name:    

                      
      Title:                                                                                
                         
      

                


        

         

      

      
        
        

        
          

        

      

      
        
        

      

      NOTICE OF EXERCISE

       

       

       

      To:      Answers Corporation

       

       

       

      (1)   The undersigned hereby elects to
purchase ________ Warrant Shares of the Company pursuant to the terms of the
attached Warrant (only if exercised in full), and tenders herewith payment of
the Exercise Price in full, together with all applicable transfer taxes, if
any.

       

      (2)   Payment shall take the form of (check
applicable box):

       

      [  ] in lawful money of the United States; or (if
available)

       

      [ ] the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection
2(c).

       

      (3)   Please issue a certificate or
certificates representing said Warrant Shares in the name of the undersigned or
in such other name as is specified below:

       

                                         
_______________________________

       

                                         


       

       

       

      The Warrant Shares shall be delivered to the following:

       

       

       

                                         
_______________________________

       

                                         


       

                                         
_______________________________

       

                                         


       

                                         
_______________________________

       

       

       

                             
(4)   Accredited Investor .  The
undersigned is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended.

       

       

       

      [SIGNATURE OF HOLDER]

       

                 


       

      Name of Investing Entity:                                                                                                                          
  

       

      Signature of Authorized
Signatory of Investing Entity:                                                                                
  

       

      Name of Authorized Signatory:                                                                                                                 
 

       

      Title of Authorized Signatory:                                                                                                                    
 

       

      Date:                                                                                                                                                           
 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ASSIGNMENT FORM

       

       

       

      (To assign the foregoing warrant, execute
this form
and supply required information. 
Do not use this form to exercise the
warrant.)

       

       

       

      FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to

       

      _______________________________________________ whose address
is

       

       

       

      _______________________________________________________________.

       

       

       

       

      _______________________________________________________________

       

       

       

                                                                                         
Dated:  ______________, _______

       

       

       

       

       

                                         
Holder’s Signature:    
_____________________________

       

       

       

                                         
Holder’s Address:      
_____________________________

       

                                         


       

                                                                             
_____________________________

       

       

       

       

      Signature Guaranteed: 
___________________________________________

       

       

       

      NOTE:  The signature to this Assignment Form must correspond with
the name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.