Unassociated Document


     

    Exhibit
      10.1

     

    

      ASSET
        PURCHASE AGREEMENT

      


      THIS
        ASSET PURCHASE AGREEMENT (the
        “Agreement”)
        is
        made and entered into as of November 2, 2006 among ANSWERS
        CORPORATION,
        a
        Delaware corporation (“Buyer”),
        INTERESTING.COM,
        INC.,
        a New
        York corporation (“Seller”)
        and
CHRIS
        WHITTEN
        (“Shareholder”;
        Seller
        and Shareholder collectively referred to as the “Selling
        Parties”).
        

      


      WHEREAS,
        Seller
        is engaged in, among other things, the business of operating web properties
        that
        cultivate and facilitate the growth of frequently asked questions through
        an
        organic process of end-users asking and answering each other's questions,
        including, among others, www.faqfarm.com
        and
www.wikianswers.com
        (the
“Business”);
        and

      


      WHEREAS,
        Seller
        desires to sell, and Buyer desires to purchase and acquire all of the
        Transferred Assets (as hereinafter defined) including, without limitation,
        all
        intellectual property of and contractual rights of the Seller associated
        therewith.

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual benefits to be derived from this Agreement and
        the
        representations, warranties, covenants, agreements, conditions and promises
        contained herein and therein, the parties hereto hereby agree as follows.
        

      


      Capitalized
        terms used in this Agreement and not otherwise defined herein shall have
        the
        meanings ascribed to such terms as set forth on Exhibit
        A attached
        hereto and made a part hereof. 

      


      1. PURCHASE
        AND SALE OF ASSETS.
        

       

      
        	
                1.1.

              	
                Transferred
                  Assets.
                  Other than Excluded Assets (as defined in Section 1.2 below), Seller
                  hereby sells, transfers, assigns, and delivers free from all Encumbrances
                  (other than those set forth in Section 5.1(e) of the Seller Disclosure
                  Schedule) to Buyer, and Buyer hereby purchases, acquires, and accepts
                  from
                  Seller, the right, title, and interest in and to the properties
                  and assets
                  of Seller listed on Schedule
                  1.1
                  attached hereto and made a part hereof, all in accordance with
                  the
                  provisions set forth in this Agreement (the “Transferred
                  Assets”).

              
	 	 
	
                1.2.

              	
                Excluded
                  Assets.
                  Notwithstanding anything to the contrary contained in this Agreement,
                  the
                  parties agree that Seller is not selling, assigning, transferring,
                  conveying, or delivering (nor does Seller have any obligation to
                  assign,
                  transfer, convey or deliver) to Buyer, and the Transferred Assets
                  shall
                  not include, any assets that are not Transferred Assets (the “Excluded
                  Assets”).
                  

              


      

       

      2. EXCLUDED
        LIABILITIES.
        

       

      All
        liabilities of Seller are referred to herein as “Excluded
        Liabilities”.
        As
        between Seller and Buyer, Seller shall be solely responsible for and pay
        any and
        all debts, losses, damages, obligations, liens, assessments, judgments, fines,
        disposal, and other costs and expenses, liabilities, and claims, including,
        without limitation, interest, penalties, and fees of counsel and experts,
        as the
        same are incurred, of every kind or nature whatsoever (all the foregoing
        being a
“Claim”
or
        the
“Claims”),
        made
        by or owed to any person to the extent any of the foregoing relates to (i)
        the
        Excluded Assets, or (ii) the Excluded Liabilities, including, without
        limitation, liabilities arising from or in connection with the Transferred
        Assets, arising in connection with or on the basis of events, acts, omissions,
        occurring or existing prior to or on the Closing Date. All responsibility
        with
        respect to the Excluded Liabilities shall remain with Seller. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. PURCHASE
        PRICE.
        

       

      
        	
                3.1.

              	
                The
                  aggregate purchase price payable to Seller for the Transferred
                  Assets is
                  Two Million U.S. Dollars (U.S. $2,000,000) in cash, due and payable
                  on the
                  Closing Date by wire transfer of immediately available funds to
                  such bank
                  account as Seller shall direct in writing (the “Purchase
                  Price”).

              
	 	 
	
                3.2.

              	
                Seller
                  shall pay any and all municipal, county, state and federal sales
                  and
                  documentary transfer taxes, impositions, liens, leases, assessments,
                  sales
                  and similar charges or taxes if any, incurred by Buyer, Seller
                  or
                  Shareholder in connection with the transaction contemplated by
                  this
                  Agreement. Each party shall in a timely manner sign and swear to
                  any
                  return, certificate, questionnaire, or affidavit as to matters
                  within its
                  knowledge required in connection with the payment of any such tax.
                  

              
	 	 
	
                3.3.

              	
                The
                  Purchase Price shall be allocated among the Transferred Assets
                  in the
                  manner required by Treasury Regulation §1.1060-1T as mutually agreed upon
                  between the Seller and Buyer (the “Allocation”).
                  Buyer shall deliver its determination with respect to the Allocation
                  within thirty (30) days after the Closing Date. The parties agree
                  that:
                  except as otherwise required by law (i) the Allocation shall be
                  binding on
                  the parties for all federal, state, local and foreign tax purposes,
                  and
                  (ii) the parties shall file with its respective federal income
                  tax returns
                  consistent IRS
                  Forms 8594 -
                  Asset Acquisition Statements under Section 1060, including any
                  required
                  IRS forms, Schedules, or amendments thereto, which shall reflect
                  the
                  allocation set forth in the Allocation pursuant to this Section
                  3.3.

              


      

       

      4. CLOSING; POST-CLOSING.
        

       

      
        	
                4.1.

              	
                The
                  closing of the transactions contemplated hereunder (the “Closing”)
                  will take place on the date hereof, unless another date is agreed
                  to in
                  writing by the parties (the “Closing
                  Date”).
                  The Closing shall take place at Buyer's offices located at 237
                  West
                  35th
                  Street, Suite 1101, New York, New York, unless another place is
                  agreed to
                  in writing by the parties. 

              
	 	 
	
                4.2.

              	
                After
                  the Closing, as reasonably requested by Buyer, Seller shall provide
                  reasonable assistance to the Buyer and its accountants and attorneys
                  in
                  connection with the preparation of financial reports and tax returns
                  of
                  Buyer as they relate to the Transferred Assets. Selling Parties
                  shall be
                  reimbursed for all expenses and costs incurred by them in providing
                  such
                  assistance. Selling Parties will not be required to provide any
                  assistance
                  or disclose any information with respect to matters taken adverse
                  to the
                  interests or which may be taken adversely to the interests of the
                  Selling
                  Parties.

              
	 	 
	
                4.3.

              	
                The
                  Selling Parties shall, from time to time, at Closing or at any
                  time
                  thereafter, do or procure the doing of all such acts and/or execute
                  or
                  procure the execution of all such documents, in a form reasonably
                  satisfactory to Buyer, as Buyer may reasonably consider necessary
                  for
                  giving full effect to this Agreement and securing to Buyer the
                  full
                  benefit of the rights, powers, and remedies conferred upon Buyer
                  in this
                  Agreement. 

              
	 	 
	
                4.4.

              	
                Seller
                  shall promptly, but no later than 10 business days after the Closing
                  Date,
                  transfer or deliver to Buyer any of the Transferred Assets delivered
                  to,
                  or retained or received by, Seller after the Closing
                  Date.

              
	 	 
	
                4.5.

              	
                Immediately
                  following the Closing, Seller shall cooperate and comply with any
                  and all
                  strategies, policies and steps reasonably necessary, appropriate
                  or
                  desirable, related to Buyer's communications and interactions with
                  contributors to and supervisors of the community known as the “Wiki
                  Answers Community” (the “Community”)
                  for the purpose of preserving the community aspects of the web
                  property
                  known as www.faqfarm.com
                  and www.wikianswers.com
                  (the “FAQ
                  Farm Websites”)
                  and ensuring the continuity of active Community participation by
                  Internet
                  users,
                  including, but not limited to, those steps as set forth on Exhibit
                  B
                  attached hereto.

              
	 	 


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                4.6.

              	
                Immediately
                  following the Closing, Seller undertakes to complete the required
                  documentation in order to complete and execute the assignment of
                  ownership
                  to Buyer of the domain names, registered trademarks, trademark
                  applications and the databases that are part of the Transferred
                  Assets.

              
	 	 
	
                4.7.

              	
                Each
                  Selling Party shall cooperate with Buyer and, at Buyer’s request, each
                  Selling Party shall remit to Buyer all revenues collected from
                  the
                  operation of the Business provided by or on behalf of Buyer after
                  the
                  Closing Date.

              
	 	 
	
                4.8.

              	
                Seller
                  shall deliver to Buyer a file of all databases that are part of
                  the
                  Transferred Assets in the form and media reasonably requested by
                  Buyer at
                  or prior to the Closing.

              


      

       

      5. REPRESENTATIONS
        AND WARRANTIES.
        

       

      
        	
                5.1.

              	
                Representations
                  and Warranties of Seller and Shareholder.
                  Except as otherwise set forth in the disclosure schedule delivered
                  by
                  Seller to Buyer concurrently with the execution of this Agreement
                  (the
                  “Seller
                  Disclosure Schedule”),
                  Seller and Shareholder jointly and severally represent and warrant
                  to
                  Buyer as follows: 

              


      

       

      
        	
                (a)

              	
                Organization;
                  Good Standing; Qualification and Power.
                  Seller is a corporation, duly organized, validly existing, and
                  in good
                  standing under the laws of the State of New York. Seller has full
                  corporate power and authority to transfer the Transferred Assets
                  to Buyer,
                  to carry on the Business as now conducted, and possesses all governmental
                  and other permits, licenses, and other authorizations to own, lease,
                  or
                  operate its assets and properties as now owned, leased, and operated
                  and
                  to carry on the Business as presently conducted, except where the
                  failure
                  to procure such permits, licenses, and other authorizations such
                  would not
                  reasonably be expected to have a Material Adverse Effect on Seller.
                  Seller
                  is duly qualified and in good standing to do business in those
                  jurisdictions listed in Section 5.1(a) of the Seller Disclosure
                  Schedule,
                  being all of the jurisdictions in which the failure to be so qualified
                  and
                  in good standing could reasonably be expected to have a Material
                  Adverse
                  Effect on Seller.

              
	 	 
	
                (b)

              	
                Due
                  Authority.
                  All corporate action on the part of Seller, its directors, officers
                  and
                  shareholders necessary for the authorization, execution, delivery,
                  and
                  performance of this Agreement and any Related Agreements (as defined
                  in
                  Section 6 below), if applicable, has been taken prior to the Closing.
                  Neither the execution and delivery of this Agreement nor the consummation
                  of the transactions contemplated hereby will: (i) conflict with
                  or violate
                  any law, ordinance, or regulation or any decree or order of any
                  court or
                  administrative or other governmental body that is either applicable
                  to,
                  binding upon, or enforceable against Seller; or (ii) except where
                  consent
                  is required and obtained, result in any breach of or default under
                  any
                  mortgage, lease, promissory note, contract, purchase order, indenture,
                  trust, or other instrument or written agreement which is either
                  binding
                  upon or enforceable against Seller or Shareholder.

              
	 	 
	
                (c)

              	
                Financial
                  Information; Operational Results - Material Adverse Change.
                  As of the dates and for the periods indicated thereon, the financial
                  information included in Section 5.1(c)(i) of the Seller Disclosure
                  Schedule (“Financial
                  Information”),
                  (i) is correct and complete in all material respects; (ii) is compiled
                  in
                  accordance with the books and records of Seller; and (iii) fairly
                  presents
                  the results of operations of the Business. Since September 30,
                  2006, and
                  as of the date hereof, there has not been any Material Adverse
                  Change in
                  the financial condition, results of operations, Transferred Assets,
                  liabilities or business condition of Seller or the Business, except
                  for
                  changes arising as a result of general economic conditions, conditions
                  affecting Seller’s industry generally or changes arising as a result of
                  the public announcement of the transaction subject to this Agreement.
                  The
                  FAQ Farm Websites (A) have collectively accumulated to date no
                  less than
                  250,000 unique questions, no less than 400,000 unique edits/answers,
                  and
                  no less than 200,000 pages that are indexed in Google; and (B)
                  as of
                  October 23, 2006, have collectively attracted no less than 100,000
                  registered users known as “FAQ Farmers” and are supervised by no less than
                  25 supervising editors known as “FAQ Farm Supervisors.”


              
	 	 


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

              	
                Tax
                  Matters.
                  Except as set forth in Section 5.1(d) of the Seller Disclosure
                  Schedule,
                  (i) Seller has paid or adequately provided for any and all taxes,
                  license
                  fees, or other governmental charges levied, assessed, or imposed
                  upon any
                  of the Transferred Assets and the Business; (ii) Seller has filed
                  all tax
                  returns and reports required by federal, state, and local tax authorities,
                  and such returns are correct, true and complete; and (iii) Seller
                  is not
                  involved in any dispute with any tax authority nor has it received
                  any
                  notice of any deficiency, audit, or other indication of deficiency
                  from
                  any tax authority with respect to the Business.

              
	 	 
	
                (e)

              	
                Title
                  to the Transferred Assets.
                  Except as set forth in Section 5.1(e) of the Seller Disclosure
                  Schedule,
                  Seller has good, valid, and marketable title to or a valid, transferable
                  license to use, all Transferred Assets, personal, tangible and
                  intangible.
                  At the Closing, none of the Transferred Assets will be subject
                  to any
                  Encumbrance (other than rights retained by any licensor of intellectual
                  property to the Seller) or charge of any kind.

              
	 	 
	
                (f)

              	
                Intellectual
                  Property.

              


      

       

      
        	
                i.

              	
                Section
                  5.1(f)(i) of the Seller Disclosure Schedule contains a true and
                  complete
                  list of all of Seller’s patents, patent applications, registered
                  copyrights, copyright applications, registered trademarks and trademark
                  applications relating to or used in the Business. The Transferred
                  Assets
                  include all Intellectual Property Rights or licenses thereto owned
                  or used
                  by Seller necessary to administer, develop, use, and maintain the
                  Business
                  as currently being conducted. All statements and representations
                  made by
                  Seller in any pending Intellectual Property Rights applications,
                  filings
                  or registrations were true in all material respects as of the time
                  they
                  were made. Except as set forth in Section 5.1(f)(i) of the Seller
                  Disclosure Schedule, no registered Intellectual Property Right
                  owned by
                  Seller and used in the Business has lapsed, expired or been abandoned
                  or
                  canceled, or is subject to any injunction, judgment, order, decree
                  or
                  ruling or is subject to any pending or, to the knowledge of Seller,
                  threatened oppositions, cancellations, interferences or other proceedings
                  in any country. 

              
	 	 
	
                ii.

              	
                Seller
                  has developed and is the owner of all rights, title, and interests
                  in, or
                  has obtained the right to use, all of the Intellectual Property
                  Rights
                  comprising the Transferred Assets (the “Transferred
                  Intellectual Property Rights”).
                  Except as set forth on Section 5.1(f)(ii) of the Seller Disclosure
                  Schedule, neither Selling Party has granted any license of or right
                  to use
                  any item of the Transferred Intellectual Property Rights. Other
                  than this
                  Agreement and the other agreements contemplated hereby, there is
                  no
                  agreement, decree, arbitral award, or other provision or contingency
                  that
                  obligates either Seller or Shareholder to grant licenses in current
                  or
                  future Intellectual Property Rights to be developed by Seller or
                  Shareholder related in any way to the Transferred Assets other
                  than as set
                  forth in Section 5.1(f)(ii)(A) of the Seller Disclosure Schedule.
                  Section
                  5.1(f)(ii)(B) of the Seller Disclosure Schedule specifically sets
                  forth a
                  true, complete, and correct list of all Third Party Licenses. To
                  Seller’s
                  knowledge, Seller has the right to use the Third Party Licenses
                  in the
                  Business as currently conducted. Except as set forth on Section
                  5.1(f)(ii)
                  of the Seller Disclosure Schedule, to Seller’s knowledge, the Third Party
                  Licenses are in full force and effect and Seller has made any and
                  all
                  payments required through the date hereof in connection with its
                  rights to
                  use the Third Party Licenses. 

              
	 	 


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                iii.

              	
                To
                  the knowledge of the Selling Parties, none of the Transferred Intellectual
                  Property Rights are being infringed by any third party. To the
                  knowledge
                  of the Selling Parties, with respect to the Transferred Assets,
                  Seller is
                  not infringing, nor has it received any notice that it is infringing,
                  on
                  any Intellectual Property Rights of any third party and no claim
                  is
                  pending or has been made to such effect. With
                  respect to questions and answers submitted by persons not affiliated
                  with
                  Seller or Shareholder to the FaqFarm.com or Wikianswers.com Websites,
                  the
                  Seller’s and Shareholder’s knowledge of infringement for the purposes of
                  this Section 5.1(f)(iii) will be limited to their actual
                  knowledge.

              
	 	 
	
                iv.

              	
                Except
                  as set forth in Section 5.1(f)(iv) of the Seller Disclosure Schedule,
                  all
                  current and past officers, employees, and consultants of Seller
                  who have
                  been involved in the development, operation and/or maintenance
                  of the
                  Transferred Assets, but specifically excluding persons contributing
                  questions, answers or other discussion and commentary to the websites
                  associated with the Business, have executed and delivered to and
                  in favor
                  of Seller an agreement regarding the protection of confidential
                  and
                  proprietary information and the assignment to Seller of all Intellectual
                  Property Rights arising from the services performed for Seller
                  by such
                  persons (collectively, the “Confidentiality
                  Agreements”).
                  

              
	 	 
	
                v.

              	
                Except
                  as set forth in Section 5.1(f)(v) of the Seller Disclosure Schedule,
                  all
                  works that were created, prepared, or delivered by consultants,
                  independent contractors, or other third parties for or on behalf
                  of Seller
                  and/or Shareholder, but specifically excluding content on the websites
                  associated with the Business that are produced by persons contributing
                  questions, answers or other discussion and commentary on the websites
                  associated with the Business; (A) are and shall constitute “works made for
                  hire” specially ordered or commissioned by Seller within the meaning
                  of
                  United States' copyright law, or (B) all right, title, and interest
                  therein (including any materials and elements created, prepared
                  or
                  delivered by such parties in connection therewith) have been assigned
                  to
                  Seller. No current or former shareholder, employee, consultant,
                  or
                  independent contractor of Seller has any rights (other than unwaivable
                  moral rights) in or to any of the Transferred Intellectual Property
                  Rights.

              
	 	 
	
                vi.

              	
                All
                  Technology included within the Transferred Assets (the “Transferred
                  Technology”)
                  are free from any material defect, bug, virus, time bomb, Trojan
                  horse,
                  backdoor, or programming, design, or documentation error and all
                  such
                  Technology operates and runs in a reasonable manner, except in
                  each case
                  as would not materially and adversely affect the performance of
                  the
                  Transferred Technology as currently used by Seller in conducting
                  the
                  Business.

              
	 	 
	
                vii.

              	
                Seller
                  does not, and has not, collected personally identifiable information
                  from
                  users of its websites, except in a manner disclosed in a privacy
                  statement
                  prominently displayed on such sites. Seller has reasonably adequate
                  security measures in place to protect the customer information
                  it receives
                  through such sites from illegal use by third parties or use by
                  third
                  parties in a manner that violates the rights of privacy of its
                  users.
                  

              
	 	 
	
                viii.

              	
                The
                  Terms of Use associated with the FAQ Farm Websites have been displayed
                  substantially as set forth on Section 5.1(g) of the Seller Disclosure
                  Schedule since November 5, 2003.

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                (g)

              	
                Section
                  5.1(g) of the Seller Disclosure Schedule sets forth a true and
                  complete
                  list of all material written or oral agreements and other instruments
                  relating to the Business or the Transferred Assets to which Seller
                  and/or
                  Shareholder is a party (the “Material
                  Agreements”).
                  Each Material Agreement (A) is the legal, valid and binding obligation
                  of
                  Seller and, to the knowledge of each Selling Party, the legal,
                  valid, and
                  binding obligation of each other party thereto, in each case enforceable
                  in accordance with its terms, (B) is in full force and effect,
                  and (C) to
                  the knowledge of each Selling Party, except as set forth in Section
                  5.1(g)
                  of the Seller Disclosure Schedule, the other party or parties thereto
                  is
                  or are not in material default thereunder.

              
	 	 
	 	
                For
                  purposes of this Section and Section 5.1(h) below, the term “material”
                  shall mean and refer to those agreements, contracts, instruments
                  or
                  arrangements (as applicable) that involve payments or expenditures
                  by or
                  to Seller, or otherwise have an annual, aggregate value of at least
                  U.S.$
                  5,000.

              
	 	 
	
                (h)

              	
                No
                  Defaults.
                  Seller has in all material respects performed all the obligations
                  required
                  to be performed by it to date and is not in default or alleged
                  to be in
                  default under (i) its corporate documents or (ii) any material
                  agreement,
                  lease, license, contract, commitment, instrument or obligation
                  to which
                  Seller is a party or by which any of its properties, assets, or
                  rights are
                  or may be bound or affected and, to the knowledge of each Selling
                  Party,
                  there exists no event, condition, or occurrence that, with or without
                  due
                  notice or lapse of time, or both, would constitute such a default
                  by it of
                  any of the foregoing. 

              
	 	 
	
                (i)

              	
                Litigation.
                  There are no claims, actions, suits, or proceedings pending by
                  or against,
                  or otherwise affecting any of the Selling Parties, the Transferred
                  Assets,
                  or the Business, and to Seller’s knowledge, there are no claims, actions,
                  suits, proceeding, or investigations threatened by or against,
                  or
                  otherwise affecting any of the Selling Parties, the Transferred
                  Assets, or
                  the Business. 

              
	 	 
	
                (j)

              	
                Compliance.
                  Seller has in the past duly materially complied and is presently
                  duly
                  materially complying with all applicable laws, whether statutory
                  or
                  otherwise, rules, regulations, orders, ordinances, and judgments
                  and
                  decrees of all governmental authorities (federal, state, local
                  or
                  otherwise) (collectively, “Laws”),
                  as well as their own rules, policies, and procedures relating to
                  privacy,
                  data protection, and the collection and use of personal information
                  collected, used, or held for use by Seller in the conduct of the
                  Business.
                  None of the Selling Parties has received any notice of, or notice
                  of any
                  investigation of, a possible violation of any applicable Laws,
                  any other
                  requirement relating to or affecting the Business, or Seller’s own rules,
                  policies, and procedures. 

              
	 	 
	
                (k)

              	
                Employees.
                  Seller employs a total of one (1) employee, who is Shareholder.
                  

              
	 	 
	
                (l)

              	
                Insurance.
                  Seller has not been refused any insurance, nor has its coverage
                  been
                  limited, by any insurance carrier to which it has applied for insurance
                  or
                  with which it has carried insurance during the last five
                  years.

              
	 	 
	
                (m)

              	
                Brokers.
                  Seller has not, nor have any of its officers, shareholders, or
                  employees
                  employed any broker or finder or incurred any liability for any
                  brokerage
                  fees, commissions, or finders' fees in connection with the transactions
                  contemplated hereby. 

              
	 	 
	
                (n)

              	
                Other
                  Names.
                  Except as set forth on Section 5.1(n) of the Seller Disclosure
                  Schedule,
                  the Business has not been conducted under any corporate, trade,
                  or
                  fictitious name. 

              
	 	 


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                (o)

              	
                Powers
                  of Attorney.
                  With respect to the Transferred Assets, there are no outstanding
                  powers of
                  attorney executed on behalf of either of the Selling
                  Parties

              


      

       

      
        	
                5.2.

              	
                Representations
                  and Warranties of Shareholder.
                  Shareholder represents and warrants to Buyer as
                  follows:

              


      

       

      
        	
                (a)

              	
                Title;
                  Absence of Certain Agreements.
                  Shareholder is the lawful and record and beneficial owner of, and
                  has good
                  and marketable title to, all of the issued and outstanding shares
                  of
                  Seller, with the full power and authority to vote such shares.
                  There are
                  no agreements or understandings with respect to the voting of such
                  shares
                  or any other matter relating to the equity interest of Seller.
                  

              
	 	 
	
                (b)

              	
                Authority
                  - General.
                  Shareholder has taken all acts necessary for the authorization,
                  execution,
                  delivery, and performance of this Agreement any Related Agreements,
                  if
                  applicable, prior to the Closing. Neither the execution and delivery
                  of
                  this Agreement nor the consummation of the transactions contemplated
                  hereby will: (i) conflict with or violate any Laws that is either
                  applicable to, binding upon, or enforceable against Shareholder;
                  or (ii)
                  except where consent is required and obtained, result in any breach
                  of or
                  default under any mortgage, lease, promissory note, contract, purchase
                  order, indenture, trust, or other instrument or written agreement
                  which is
                  either binding upon or enforceable against Shareholder.


              
	 	 
	
                (c)

              	
                Brokers.
                  Shareholder has not employed any broker or finder or incurred any
                  liability for any brokerage fees, commissions, or finders' fees
                  in
                  connection with the transactions contemplated hereby. 

              
	 	 
	
                (d)

              	
                Representation
                  by Legal Counsel.
                  Shareholder has been advised by legal counsel in connection with
                  the
                  negotiation, execution and delivery of this Agreement and the Related
                  Agreements and the performance of the transactions contemplated
                  hereby and
                  thereby. 

              


      

       

      
        	
                5.3.

              	
                Representations
                  and Warranties of Buyer.Except
                  as otherwise disclosed in any Buyer’s disclosures and filings made with
                  the Securities and Exchange Commission prior to the date hereof,
                  Buyer
                  represents and warrants to Seller and Shareholder as follows: 

              


      

       

      
        	
                (a)

              	
                Organization;
                  Good Standing; Qualification and Power.
                  Buyer (i) is a corporation duly organized, validly existing and
                  in good
                  standing under the laws of the State of Delaware, and (ii) has
                  all
                  requisite corporate power and authority to own, lease and operate
                  its
                  properties and assets and to carry on its business as now being
                  conducted,
                  to enter into this Agreement and each of the Related Agreements
                  to which
                  it is a party, to perform its obligations hereunder and there under
                  and to
                  consummate the transactions contemplated hereby and thereby.
                  

              
	 	 
	
                (b)

              	
                Authority.
                  All corporate action on the part of Buyer, its directors, and shareholders
                  necessary for the authorization, execution, delivery, and performance
                  of
                  this Agreement and the Related Agreements and the consummation
                  of the
                  transactions contemplated hereby has been taken prior to the Closing.
                  Neither the execution and delivery of this Agreement nor the consummation
                  of the transactions contemplated hereby will: (i) conflict with
                  or violate
                  any law, ordinance, or regulation or any decree or order of any
                  court or
                  administrative or other governmental body that is either applicable
                  to,
                  binding upon, or enforceable against Buyer; or (ii) except where
                  consent
                  is required and obtained, result in any breach of or default under
                  any
                  material mortgage, lease, promissory note, contract, purchase order,
                  indenture, trust, or other instrument or written agreement which
                  is either
                  binding upon or enforceable against Buyer.

              
	 	 


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                (p)

              	
                Financial
                  Information.
                  The Buyer has made all necessary filings with the United States
                  Securities
                  Exchange Commission. The financial reports contained in the periodic
                  reports filed by the Buyer with the United States Securities and
                  Exchange
                  Commission (i) were as of the date thereof, correct and complete
                  in all
                  material respects; (ii) compiled in accordance with the books and
                  records
                  of Buyer; and (iii) fairly present the financial condition and
                  results of
                  operations of the Business as of the dates thereof. 

              
	 	 
	
                (c)

              	
                Brokers.
                  Neither Buyer, nor any of its officers, directors or employees
                  have
                  employed any broker or finder or incurred any liability for any
                  brokerage
                  fees, commissions or finders' fees in connection with the transactions
                  contemplated hereby. 

              


      

      


      6. RELATED
        AGREEMENTS.
        

       

      At
        the
        Closing, the following agreements (collectively referred to as the “Related
        Agreements”)
        will
        be executed and delivered by the respective parties thereto: 

       

      
        	
                6.1.

              	
                Non-Competition
                  Covenant .
                  Shareholder is entering into a Non-Competition Covenant with Buyer,
                  effective as of the Closing Date, in the form of Exhibit
                  C
                  attached hereto.

              
	 	 
	
                6.2.

              	
                Employment
                  Agreement.
                  Buyer is entering into an Employment Agreement with Shareholder,
                  substantially in the form attached hereto as Exhibit
                  D
                  (the “Employment
                  Agreement”),
                  pursuant to which Shareholder will become an employee of Buyer,
                  at the
                  discretion of Buyer.

              


      

       

      7. CONDUCT
        AND TRANSACTIONS PRIOR TO CLOSING DATE; ADDITIONAL
        AGREEMENTS. 

       

      
        	
                7.1.

              	
                Legal
                  Conditions to Transactions.
                  Each party hereto shall use its reasonable best efforts to comply
                  promptly
                  with all legal requirements that may be imposed on such party with
                  respect
                  to the transactions contemplated hereunder and will take all action
                  necessary to cooperate with and furnish information to the other
                  party in
                  connection with any such requirements imposed upon such other party
                  in
                  connection with the transactions contemplated hereunder. Each party
                  hereto
                  shall take all reasonable actions necessary (a) to obtain (and
                  will take
                  all reasonable actions necessary to promptly cooperate with the
                  other
                  party in obtaining) any consent, authorization, order or approval
                  of, or
                  any exemption by, any Governmental Authority, or other third party,
                  required to be obtained or made by such party (or by the other
                  parties) in
                  connection with the taking of any action contemplated by this Agreement,
                  (b) to defend, lift, rescind or mitigate the effect of any lawsuit,
                  order,
                  injunction or other action adversely affecting the ability of such
                  party
                  to consummate the transactions contemplated hereby and (c) to fulfill
                  all
                  conditions precedent applicable to such party pursuant to this
                  Agreement.
                  

              
	 	 
	
                7.2.

              	
                Consents.
                  Each party hereto shall use its reasonable best efforts, and the
                  other
                  parties shall cooperate with such efforts, to obtain any consents
                  and
                  approvals of, or effect the notification of or filing with, each
                  person or
                  authority, whether private or governmental, whose consent or approval
                  is
                  required in order to permit the consummation of the transactions
                  contemplated hereby and to enable Buyer to utilize and exploit
                  the
                  Transferred Assets as presently done by Seller. 

              
	 	 
	
                7.3.

              	
                Efforts
                  to Consummate.
                  Subject to the terms and conditions herein provided, the parties
                  hereto
                  shall use their reasonable best efforts to do or cause to be done
                  all such
                  acts and things as may be necessary, proper or advisable, consistent
                  with
                  all applicable Laws, to consummate and make effective the transactions
                  contemplated hereby and to satisfy or cause to be satisfied all
                  conditions
                  precedent that are set forth in Section 8 as soon as reasonably
                  practicable. 

              
	 	 


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                7.4.

              	
                Notice
                  of Breach.
                  Each party hereto shall notify the other parties in writing upon
                  the
                  occurrence of any act, event, circumstance or thing that would
                  cause or
                  result in a representation or warranty hereunder being untrue at
                  the
                  Closing, the failure of a closing condition to be achieved at the
                  Closing,
                  or any other breach or violation hereof or default hereunder, within
                  a
                  reasonable time period following any such event. 

              
	 	 
	
                7.5.

              	
                Support
                  of Transaction by Shareholder.
                  Shareholder shall use its reasonable efforts to cause (i) Seller
                  to duly
                  observe and perform its obligations under this Agreement, and (ii)
                  any
                  third-party consultants and/or contractors providing services to
                  Seller,
                  to support the transactions contemplated hereunder by continuing
                  the
                  availability of such services on the same terms and conditions,
                  unless
                  instructed otherwise by Buyer at its sole discretion.

              
	 	 
	
                7.6.

              	
                Confidentiality
                  Agreement.
                  The Parties agree to continue to be bound by that certain Confidentiality
                  and Non-Disclosure Agreement dated September 7, 2006. Notwithstanding
                  anything to the contrary contained in such agreement, the provisions
                  thereof shall continue in effect until the third anniversary of
                  the
                  Closing Date. 

              


      

       

      8. CONDITIONS
        PRECEDENT.

       

      
        	
                8.1.

              	
                Conditions
                  to Obligations of Buyer.
                  The obligations of Buyer to perform this Agreement is subject to
                  the
                  satisfaction of the following conditions unless waived (to the
                  extent such
                  conditions can be waived) by Buyer at the Closing:
                  

              


      

       

      
        	
                (a)

              	
                Representations
                  and Warranties of Seller.
                  The representations and warranties of Seller and Shareholder set
                  forth in
                  Section 5.1 and 5.2 hereof shall be true and correct as of the
                  Closing
                  Date (except to the extent any such representation or warranty
                  expressly
                  speaks as of an earlier date, which representations and warranties
                  shall
                  be true and correct as of such date in the same manner as specified
                  above).

              
	 	 
	
                (b)

              	
                Performance
                  of Obligations of Seller and of Shareholder.
                  Seller and Shareholder shall have performed in all material respects
                  the
                  obligations required to be performed by each of them under this
                  Agreement
                  prior to or as of the Closing Date. 

              
	 	 
	
                (c)

              	
                Consents
                  and Approvals.
                  Duly executed copies of all consents and approvals contemplated
                  by this
                  Agreement or the Seller Disclosure Schedule, in form and substance
                  satisfactory to Buyer, shall have been delivered by Seller.
                  

              
	 	 
	
                (d)

              	
                Related
                  Agreements.
                  Each of the Related Agreements shall be in full force and effect
                  as of the
                  Closing Date and become effective in accordance with the respective
                  terms
                  thereof, and the actions required to be taken thereunder by the
                  parties
                  thereto immediately prior to the Closing Date shall have been taken,
                  and
                  each person or entity who or which is required or contemplated
                  by the
                  parties hereto to be a party to any Related Agreement who or which
                  did not
                  theretofore enter into such Related Agreement shall execute and
                  deliver
                  such Related Agreement.

              


      

       

      
        	
                8.2.

              	
                Conditions
                  to Obligations of Seller.
                  The obligations of Seller and Shareholder to perform this Agreement
                  and
                  the Related Agreements to which they are a party are subject to
                  the
                  satisfaction of the following conditions unless waived (to the
                  extent such
                  conditions can be waived) by Seller:


              


      

       

      
        	
                (a)

              	
                Representations
                  and Warranties of Buyer.
                  The representations and warranties of Buyer set forth in Section
                  5.3
                  hereof shall be true and correct as of the Closing Date as though
                  made on
                  and as of the Closing Date (except to the extent any such representation
                  or warranty expressly speaks as of an earlier date, which representations
                  and warranties shall be true and correct as of such date in the
                  same
                  manner as specified above).

              
	 	 


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                Performance
                  of Obligations of Buyer.
                  Buyer shall have performed in all material respects its obligations
                  required to be performed by it under this Agreement prior to or
                  as of the
                  Closing Date. 

              
	 	 
	
                (c)

              	
                Related
                  Agreements.
                  Each of the Related Agreements shall be in full force and effect
                  as of the
                  Closing Date and become effective in accordance with the respective
                  terms
                  thereof and the actions required to be taken thereunder by the
                  parties
                  thereto immediately prior to the Closing Date shall have been taken,
                  and
                  each person or entity who or which is required or contemplated
                  by the
                  parties hereto to be a party to any Related Agreement who or which
                  did not
                  theretofore enter into such Related Agreement shall execute and
                  deliver
                  such Related Agreement. 

              
	 	 
	
                (d)

              	
                Purchase
                  Price.
                  The delivery of the Purchase Price in the manner and otherwise
                  in
                  accordance with Section 3 above.

              


      

       

      9. INDEMNIFICATION.
        

       

      
        	
                9.1.

              	
                Basket/Threshold.
                  In no event shall Selling Parties, on the one hand, or Buyer, on
                  the other
                  hand, be liable for any breach of their respective representations,
                  warranties, covenants and agreements included or provided for herein
                  or in
                  any Schedule, Exhibit or certificate or other document delivered
                  pursuant
                  to this Agreement (excluding the Employment Agreement) in any amount
                  greater than $1,500,000 (the “Cap”),
                  excluding Reasonable Court Costs (as defined in Section 9.3 below),
                  if
                  any. Neither the Selling Parties nor the Buyer will have any liability
                  for
                  Damages related to any breach of the representations, warranties,
                  covenants and agreements included or provided for herein or in
                  any
                  Schedule or certificate or other document delivered pursuant to
                  this
                  Agreement unless and until the aggregate Damages claimed under
                  this
                  Section 9 exceeds $25,000.

              
	 	 
	 	
                The
                  term “Damages”
                  shall mean any and all losses, claims, liabilities, costs, expenses
                  (including reasonable attorneys', accountants' and experts' fees)
                  sustained, suffered or incurred by any Indemnified Party (as defined
                  in
                  Section 9.2(a) below) arising from or in connection with any such
                  matter
                  that is the subject of indemnification under Section 9.2
                  hereof.

              
	 	 
	
                9.2.

              	
                Indemnification.

              


      

       

      
        	
                (a)

              	
                For
                  a period commencing on the Closing Date and ending one (1) year
                  thereafter, subject to Section 9.1, Seller or Shareholder, jointly
                  and
                  severally, on the one hand, or Buyer, on the other hand (the “Indemnifying
                  Party”),
                  shall indemnify and hold harmless respectively, Buyer, on the one
                  hand, or
                  Seller or Shareholder, on the other hand, as the case may be (the
                  “Indemnified
                  Party”),
                  against and in respect of Damages sustained or incurred by such
                  Indemnified Party or any of their respective subsidiaries, officers,
                  directors, members, partners, agents and representatives arising
                  out of
                  any breach of the Indemnifying Party’s representations, warranties,
                  covenants and/or agreements set forth in this Agreement.
                  

              
	 	 
	
                (b)

              	
                Following
                  the Closing, the indemnity provided herein as it relates to this
                  Agreement
                  and the transactions contemplated by this Agreement shall be the
                  sole and
                  exclusive remedy of the parties hereto, their Affiliates, successors
                  and
                  assigns with respect to any and all claims for Damages sustained
                  or
                  incurred arising out of this Agreement. Payments to Buyer, as the
                  case may
                  be, hereunder in respect of any Damages shall be deducted from
                  the
                  Cap.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                9.3.

              	
                Methods
                  of Asserting Claims, Etc.
                  All claims by any Indemnified Party under Section 9.2(a) above
                  shall be
                  asserted and resolved as set forth in this Section 9.3. If any
                  written
                  claim or demand for which an Indemnifying Party could be liable
                  to any
                  Indemnified Party hereunder is asserted against or sought to be
                  collected
                  from any Indemnified Party by a third party (a “Third
                  Party Claim”),
                  such Indemnified Party shall promptly notify the Indemnifying Party
                  of
                  such claim or demand and the amount or the estimated amount thereof
                  to the
                  extent then feasible (which estimate shall not in any manner prejudice
                  the
                  right of the Indemnified Party to indemnification to the fullest
                  extent
                  provided hereunder) (the “Third
                  Party Claim Notice”)
                  and in the event that an Indemnified Party shall assert a claim
                  for
                  indemnity under this Article 9, not including a Third Party Claim,
                  the
                  Indemnified Party shall notify the Indemnifying Party promptly
                  following
                  its discovery of the facts or circumstances giving rise thereto
                  (together
                  with a Third Party Claim Notice, a “Claim
                  Notice”);
                  provided that the failure to notify on the part of the Indemnified
                  Party
                  in the manner set forth herein shall not foreclose any rights otherwise
                  available to such Indemnified Party hereunder, except to the extent
                  that
                  the Indemnifying Party is prejudiced by such failure to notify.
                  The
                  Indemnifying Party shall have thirty (30) days from the receipt
                  of the
                  Claim Notice or Third Party Claim Notice, as the case may be, (except
                  that
                  such period shall be decreased to a time ten (10) days before a
                  scheduled
                  appearance date in a litigation matter) (the “Notice
                  Period”)
                  to notify the Indemnified Party (i) whether or not the Indemnifying
                  Party
                  disputes the liability of the Indemnifying Party to the Indemnified
                  Party
                  hereunder with respect to such claim or demand and (ii) whether
                  or not it
                  desires to defend the Indemnified Party against such claim or demand.
                  If
                  the Indemnifying Party notifies the Indemnified Party within the
                  Notice
                  Period that it desires to defend the Indemnified Party against
                  such claim
                  or demand, (i) the Indemnifying Party shall have the right to defend
                  the
                  Indemnified Party by appropriate proceedings and by counsel reasonably
                  acceptable to the Indemnified Party; and (ii) if any Indemnified
                  Party
                  desires to participate in, but not control, any such defense or
                  settlement
                  it may do so at its sole cost and expense. If an Indemnifying Party
                  has
                  liability for indemnification under Section 9.2(a) above and either
                  (x)
                  notifies the Indemnified Party within the Notice Period that it
                  will not
                  defend the Indemnified Party against such claim or demand or (y)
                  does not
                  respond to any such notice within the Notice Period, the applicable
                  Indemnified Party or Parties, as the case may be, may defend such
                  claim or
                  demand and require the Indemnifying Party to reimburse such Indemnified
                  Party or Parties on a current basis for reasonable expenses of
                  investigation, reasonable attorneys' fees, and reasonable out-of-pocket
                  expenses incurred in defending against such claim or demand (collectively,
                  “Reasonable
                  Court Costs”)
                  and the Indemnifying Party shall be bound by the result obtained
                  with
                  respect thereto. The Indemnifying Party shall not settle a claim
                  or demand
                  without (a) the consent of the Indemnified Party, which consent
                  shall not
                  be unreasonably withheld or delayed, or (b) an unconditional release
                  of
                  the Indemnified Party from all liability arising out of such claim
                  or
                  demand.

              
	 	 


      

      
        	
                9.4.

              	
                Computation
                  of Damages Subject to Indemnification. The
                  actual amount of any Damages for which indemnification is provided
                  pursuant to this Article 9 shall be computed net of any net insurance
                  proceeds received by the Indemnified Party in connection with such
                  Damages. For purposes of this subsection, the term “net
                  insurance proceeds”
                  shall mean the insurance proceeds received by the Indemnified Party
                  less
                  the amount of any premiums paid directly in respect thereof and
                  any
                  retrospective premium adjustments or reimbursement obligations
                  relating
                  thereto and less any increase in premiums directly attributable
                  thereto.

              


      

       

      10. MISCELLANEOUS.
        

       

      
        	
                10.1.

              	
                Expenses.
                  Each party hereto shall bear its own fees and expenses in connection
                  with
                  the transactions contemplated hereby. 

              
	 	 
	
                10.2.

              	
                Descriptive
                  Headings.
                  Descriptive headings are for convenience only and shall not control
                  or
                  affect the meaning or construction of any provision of this Agreement.
                  

              
	 	 


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                10.3.

              	
                Public
                  Announcements.
                  The parties hereto agree that, to the maximum extent feasible,
                  but
                  subject, in the case of Buyer, to its public disclosure and, as
                  to all
                  parties, other legal and regulatory obligations, they shall advise
                  and
                  confer with each other prior to the issuance (and provide copies
                  to the
                  other party prior to issuance) of any public announcements, reports,
                  statements or releases pertaining to the transactions contemplated
                  hereunder. 

              
	 	 
	
                10.4.

              	
                Notices.
                  All notices or other communications which are required or permitted
                  hereunder shall be in writing and sufficient if delivered personally
                  or
                  sent by nationally-recognized overnight courier or by registered
                  or
                  certified mail, postage prepaid, return receipt requested, or by
                  facsimile, with confirmation as provided above addressed as follows:
                  

              


      

       

      (a)
        if to
        Buyer, to: 

      


      Answers
        Corporation 

      237
        West
        35th
        Street
        (Suite 1101)

      New
        York,
        NY 10001

      Attention:
        Robert S. Rosenschein, CEO 

      Telephone:
        646-502-4777

      Telecopier:
        646-502-4778 

      


      with
        a
        copy (not constituting notice) to: 

      


      Answers
        Corporation 

      Jerusalem
        Technology Park (The Tower)

      Jerusalem
        91481 Israel

      Attention:
        In-House Counsel 

      Telephone:
        972-2-649-5000

      Telecopier:
        972-2-649-5001

      


      (b)
        if to
        Seller, to: 

      


      Interesting.com,
        Inc.

      49
        Bramblebush Road

      Croton-on-Hudson,
        NY 10520

      Attention:
        Chris Whitten

      Telephone:
        (312) 881-7313

      Telecopier:
        (914) 407-1520

      


      with
        a
        copy (not constituting notice) to: 

      


      Baker
        & McKenzie, LLP

      130
        East
        Randolph Drive

      Suite
        3500

      Chicago,
        Illinois 60601 

      Attention:
        Michael J. Fieweger

      Telephone:
        312-861-8232

      Telecopier:
        312-698-2151

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (c)
        if to
        Shareholder, to

      


      Chris
        Whitten

      49
        Bramblebush Road

      Croton-on-Hudson,
        NY 10520

      Telephone:
        (312) 881-7313

      Telecopier:
        (914) 407-1520

      


      All
        such
        notices or communications shall be deemed to be received (i) in the case
        of
        personal delivery or facsimile, on the date of such delivery, (ii) in the
        case
        of nationally-recognized overnight courier, on the next Business Day after
        the
        date when sent and (iii) in the case of mailing, on the third Business Day
        following the date on which the piece of mail containing such communication
        was
        posted. 

       

      
        	
                10.5.

              	
                Counterparts.
                  This Agreement may be executed in any number of counterparts by
                  original
                  or facsimile signature, each such counterpart shall be an original
                  instrument, and all such counterparts together shall constitute
                  one and
                  the same agreement. 

              
	 	 
	
                10.6.

              	
                Benefits
                  of Agreement.
                  All the terms and provisions of this Agreement shall be binding
                  upon and
                  inure to the benefit of the parties hereto and their respective
                  successors
                  and permitted assigns. 

              
	 	 
	
                10.7.

              	
                Amendment,
                  Modification and Waiver.
                  This Agreement shall not be altered or otherwise amended except
                  pursuant
                  to an instrument in writing signed by (i) Buyer, (ii) Seller and
                  (iii) the
                  Partners; provided, however, that any party to this Agreement may
                  waive
                  any obligation owed to it by any other party under this Agreement.
                  The
                  waiver by any party hereto of a breach of any provision of this
                  Agreement
                  shall not operate or be construed as a waiver of any subsequent
                  breach.
                  

              
	 	 
	
                10.8.

              	
                Severability.
                  If any term or other provision of this Agreement is invalid, illegal
                  or
                  incapable of being enforced by any rule of law or public policy,
                  all other
                  conditions and provisions of this Agreement shall nevertheless
                  remain in
                  full force and effect so long as the economic or legal substance
                  of the
                  transactions contemplated hereby is not affected in any manner
                  adverse to
                  any party. Upon such determination that any term or other provision
                  is
                  invalid, illegal or incapable of being enforced, the parties hereto
                  shall
                  negotiate in good faith to modify this Agreement so as to effect
                  the
                  original intent of the parties as closely as possible in an acceptable
                  manner to the end that the transactions contemplated hereby are
                  fulfilled
                  to the greatest extent possible.

              
	 	 
	
                10.9.

              	
                Further
                  Assurances.
                  Each party agrees to cooperate fully with the other parties and
                  to execute
                  such further instruments, documents and agreements and to give
                  such
                  further written assurances as may be reasonably requested by any
                  other
                  party to evidence and reflect the transactions described herein
                  and
                  contemplated hereby and to carry into effect the intents and purposes
                  of
                  this Agreement. 

              
	 	 
	
                10.10.

              	
                Governing
                  Law; Consent to Jurisdiction; Waivers.
                  This Agreement shall be governed by and construed in accordance
                  with the
                  laws of the State of New York applicable to contracts made and
                  to be
                  performed wholly therein (without regard to principles of conflicts
                  of
                  laws). Each of the parties hereto irrevocably submits to the exclusive
                  jurisdiction of (a) the Supreme Court of the State of New York,
                  New York
                  County, and (b) the United States District Court for the Southern
                  District
                  of New York, for the purposes of any dispute arising out of this
                  Agreement
                  or any Related Agreement or any transaction contemplated hereby
                  or
                  thereby. 

              
	 	 


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                10.11.

              	
                Waiver
                  of Jury Trial.
                  Each of the parties hereto irrevocably and unconditionally waives
                  trial by
                  jury in any Action relating to this Agreement, the Related Agreements
                  or
                  any transaction contemplated hereby or thereby, and for any counterclaim
                  with respect thereto. 

              
	 	 
	
                10.12.

              	
                Entire
                  Agreement.
                  This Agreement (including Seller Disclosure Schedule and the Exhibits
                  attached hereto), the Related Agreements and the other writings
                  referred
                  to herein contain the entire agreement among the parties hereto
                  with
                  respect to the transactions contemplated hereby and supersede all
                  prior or
                  contemporaneous agreements or understandings, written or oral,
                  among the
                  parties with respect thereto. 

              


      

       

      IN
        WITNESS WHEREOF, each of the parties hereto has caused this Asset Purchase
        Agreement to be executed on its behalf as of the day and year first above
        written. 

       

       

      
        
          	 	ANSWERS CORPORATION
                  
	 	 
	 	 
	 	By: /s/ Robert S. Rosenschein
	 	________________________
	 	Name:
                  Robert S. Rosenschein
	 	Title:
                  Chief Executive Officer
	 	 
	 	 
	 	
                  INTERESTING.COM,
                    INC.

                
	 	 
	 	 
	 	
                  By:
                    /s/ Chris Whitten 

                
	 	
                  ___________________

                
	 	Name:
                  Chris Whitten
	 	Title: President
	 	 
	 	 
	 	
                  SHAREHOLDER:
                    

                
	 	 
	 	
                  /s/
                    Chris Whitten

                
	 	
                  _______________________

                
	 	
                  CHRIS
                    WHITTEN

                
	 	 


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        1.1

      TRANSFERRED
        ASSETS

       

      
 

      
        	(a)	
                 All
                  of the domain names and uniform resource locators (“URLs”)
                  set forth below and all rights therein (all
                  of the foregoing collectively, the “Transferred
                  Domain Names”):

              


      

         

      
        	 	
                i.

              	
                FAQfarm.com,
                  

              


      

      
        	 	
                ii.

              	
                WikiAnswers.com,
                  

              


      

      
        	 	
                iii.

              	
                FactFarm.com,

              


      

      
        	 	
                iv.

              	
                FAQ2.com,

              


      

      
        	 	
                v.

              	
                FAQ-Farm.com,

              


      

      
        	 	
                vi.

              	
                FAQfarmer.com,

              


      

      
        	 	
                vii.

              	
                FAQfarming.com,
                  

              


      

      
        	 	
                viii.

              	
                Question-Answer.com,

              


      

      
        	 	
                ix.

              	
                QuestionsWiki.org,

              


      

      
        	 	
                x.

              	
                QuestionWiki.com,

              


      

      
        	 	
                xi.

              	
                QuestionWiki.org,

              


      

      
        	 	
                xii.

              	
                WikiAnswer.org,

              


      

      
        	 	
                xiii.

              	
                WikiAsk.com,

              


      

      
        	 	
                xiv.

              	
                WikiAsk.org,

              


      

      
        	 	
                xv.

              	
                WikiFAQ.org,

              


      

      
        	 	
                xvi.

              	
                WikiFAQs.com,

              


      

      
        	 	
                xvii.

              	
                WikiFAQs.org,

              


      

      
        	 	
                xviii.

              	
                WikiQuestion.com

              


      

      
        	 	
                xix.

              	
                WikiQuestion.org,
                  

              


      

      
        	 	
                xx.

              	
                WikiQuestions.com,
                  

              


      

      
        	 	
                xxi.

              	
                AnswerCommunity.com;

              


      

       

      
        	
                (b)

              	
                all
                  databases and content (including questions and answers that are
“works for
                  hire”) associated with and/or included in the Transferred Domain Names
                  and
                  any Intellectual Property Rights (as defined in Exhibit A of the
                  Agreement) arising out of or associated with the Transferred Domain
                  Names
                  and all such databases and content;

              
	 	 
	
                (c)

              	
                all
                  of the trademarks, trade names, service marks and other marks (including
                  brand names, product names, logos, and slogans) and applications
                  therefore
                  related to the Business set forth below and all rights therein
                  (all of the
                  foregoing collectively, the “Transferred
                  Marks”):

              


      

      


      
        	 	
                i.

              	
                “FAQ
                  Farm”

              


      

      
        	 	
                ii.

              	
                “Question
                  and Answer Co-op”

              


      

      
        	 	
                iii.

              	
                “Wiki
                  Answers”;

              


      

       

      
        	
                (d)

              	
                all
                  of the Technology (as defined in Exhibit A of the Agreement) owned
                  by
                  Seller and necessary for the conduct of, or primarily used in or
                  held for
                  use for, the Business as specifically set forth
                  below:

              


      

       

      
        	
                i.

              	
                customized
                  version of the GNU General Public Licensed MediaWiki software permitting
                  the incorporation of user-generated-content into the FAQ Farm Websites,
                  which includes the following
                  features:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1.

              	
                Automatic
                  redirection and merging of duplicate questions.

              
	 	 
	
                2.

              	
                Ability
                  to merge duplicate questions that do slip through, without losing
                  any
                  history or data. 

              
	 	 
	
                3.

              	
                Systems
                  for placing and moving questions within over 1,100 “FAQ”
                  topics.

              
	 	 
	
                4.

              	
                Ranking
                  of questions within FAQs.

              
	 	 
	
                5.

              	
                A
                  “trust point” system for voting on community members.

              
	 	 
	
                ii.
                  custom-written code including:

              
	 
	
                1.

              	
                A
                  question-asking process that helps users improve and place their
                  questions.

              
	 	 
	
                2.

              	
                Systems
                  for updating users with new questions they can answer.

              
	 	 
	
                3.
                  

              	
                Code
                  for building reference pages that credit top
                  contributors.

              
	 	 
	
                4.
                  

              	
                Code
                  for managing forbidden words and a local spell-check
                  dictionary.

              
	 	 
	iii Any
                Intellectual Property Rights of Seller arising out of or associated
                with
                (i) through (ii) above.


      

       

      
        	
                (e)

              	
                all
                  equipment and tangible personal property owned or leased by Seller
                  including, without limitation, equipment and tangible personal
                  property,
                  office equipment, telephones, facsimile machines, desks, tables,
                  chairs,
                  and file cabinets listed below (collectively, “Equipment”):

              
	 	 
	 	
                NONE

              
	 	 
	
                (f)

              	
                the
                  brochures, literature, advertising and promotional materials, catalogues,
                  photographs, display materials, media materials, packaging materials,
                  and
                  other similar items that have been produced by or for Seller listed
                  below:

              
	 	 
	 	
                NONE

              
	 	 
	
                (g)  

              	
                the
                  goodwill of Seller in connection with the Business and the exclusive
                  right
                  to represent itself as carrying on the Business in succession to
                  Seller.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      DEFINITIONS

      


      “Affiliate”,
        as to
        any entity, means any entity, directly or indirectly, through one or more
        intermediaries, controlling, controlled by or under common control with such
        entity.

       

      “Encumbrances”
shall
        mean and include security interests, mortgages, liens, pledges, guarantees,
        charges, easements, reservations, restrictions, clouds, equities, rights
        of way,
        options, rights of first refusal, claims of adverse ownership, and all other
        encumbrances, whether or not relating to the extension of credit or the
        borrowing of money. 

       

      “Intellectual
        Property Rights”
shall
        mean any or all statutory and/or common law rights throughout the world in,
        arising out of, or associated with the following: (i) all patents and
        applications therefore and all reissues, divisions, renewals, extensions,
        provisionals, continuations, and continuations-in-part thereof (collectively,
        “Patents”); (ii) all inventions (whether patentable or not), invention
        disclosures, and improvements, all trade secrets, proprietary information,
        and
        know-how (collectively, “Trade Secrets”); (iii) all works of authorship,
        copyrights, and mask works, and copyright and mask work registrations and
        applications, including moral rights (“Copyrights”); (iv) all trade names,
        logos, trademarks, and service marks, domain names and trademark and service
        mark registrations and applications (collectively, “Trademarks”); and (v) all
        goodwill associated with any of the foregoing.

      


      “knowledge”
and
        like phrases shall mean and include the knowledge, after reasonable inquiry
        under the applicable circumstances, of Shareholder.

       

      “Material
        Adverse Effect”
or
        “Material
        Adverse Change”
means
        any change, event, inaccuracy, violation, circumstance, or effect, individually
        or in the aggregate, that has or is reasonably likely to have a material
        adverse
        effect on the business, assets (including intangible assets), operations,
        results of operations, properties, or financial condition of the party and
        its
        subsidiaries taken as a whole.

       

      “Open
        Source Material”
means,
        collectively, all software or other material that is distributed as “free
        software”, “open source software” or under a similar licensing or distribution
        model, including but not limited to the GNU Free Documentation License (GFDL)
        and other GNU licenses, Mozilla Public License (MPL), the Sun Community Source
        License (SCSL), and the Apache License.

      


      “Technology”
means
        any or all of the following used in the operation of the Business: (i) works
        of
        authorship including, without limitation, computer programs, source code,
        and
        executable code, whether embodied in the software, firmware or otherwise,
        documentation, systems, designs, files, net lists, records, and data; (ii)
        tools, methods, and processes; (iii) databases, data compilations, data
        collections, and technical data; (iv) Uniform Resource Locators, Web site
        addresses, and domain names; and (v) all instantiations of the foregoing
        in any
        form and embodied in any media.

      


      “Third
        Party License”
means
        all licenses, agreements, obligations, or other commitments under which Seller
        or Shareholder is granted a right to incorporate any Intellectual Property
        Rights or Technology into the Transferred Technology (including, but not
        limited
        to, licenses to Open Source Materials), but the granting party retains one
        or
        more rights to use such item.