Unassociated Document


    
      


      REGISTRATION
        RIGHTS AGREEMENT

      


      THIS
        REGISTRATION RIGHTS AGREEMENT,
        dated
        as of December 1, 2005 (this “Agreement”), is made by and between ANSWERS
        CORPORATION,
        a
        Delaware corporation, having its principal place of business located at
        Jerusalem Technology Park, The Tower, Jerusalem 91481, Israel (the “Company”),
        and each person named on the signature page hereto (each, a “Holder” and
        collectively, the “Holders”).

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        a
        Purchase Agreement was entered into contemporaneously with this Agreement
        by and
        among the Company, Brainboost Technology, LLC and Brainboost Partnership
        (the
“Purchase Agreement”) pursuant to which the Company will acquire Brainboost
        Technology, LLC from Brainboost Partnership; and 

      


      WHEREAS,
        the
        Company has agreed to prepare and file with the United States Securities
        and
        Exchange Commission (“SEC”), a Registration Statement to register for resale the
        shares of common stock of the Company issued to the Holders pursuant to the
        Purchase Agreement;

      


      NOW,
        THEREFORE, in
        consideration of the premises and the mutual covenants contained herein and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Company and the Holders hereby agree as
        follows:

       

      1. Definitions.
        As used
        in this Agreement, the following terms shall have the following
        meanings:

      


      (a) “Holder”
        means the Holder and any permitted transferee or assignee who agrees to become
        bound by the provisions of this Agreement in accordance with Section 9 hereof
        and who holds Registrable Securities.

      


      (b) “Potential
        Material Event” means any of the following: (i) the possession by the Company of
        material information not ripe for disclosure in a registration statement,
        which
        shall be evidenced by a determination in good faith by the Board of Directors
        of
        the Company that disclosure of such information in the registration statement
        would be detrimental to the business and affairs of the Company or (ii) any
        material engagement or activity by the Company which would, in the good faith
        determination of the Board of Directors of the Company, be adversely affected
        by
        disclosure in a registration statement at such time; in each case where such
        determination shall be accompanied by a good faith determination by the Board
        of
        Directors of the Company that the registration statement would be materially
        misleading absent the inclusion of such information.

      


      (c) “Register,”“Registered,”
        and “Registration” refer to a registration effected by preparing and filing a
        Registration Statement or Statements in compliance with the Securities Act
        and
        pursuant to Rule 415 under the Securities Act or any successor rule providing
        for offering securities on a continuous basis (“Rule 415”), and
        the
        declaration or ordering of effectiveness of such Registration Statement by
        the
        SEC.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (d) “Registrable
        Securities” means the shares of Common
        Stock of the Company issued to the Holders pursuant to the Purchase Agreement
        excluding in all cases, however, (a) any Registrable Securities that have
        been
        previously sold pursuant to a registration statement filed and declared
        effective by the SEC, (b) Registrable Securities that have been sold by a
        Person
        in a transaction in which his or her rights under this Section 1 are
        not
        duly assigned as provided herein, (c) any Registrable Securities after such
        securities have been sold in a Public Sale.

      


      (e) “Registration
        Statement” means a registration statement of the Company under the Securities
        Act covering Registrable Securities on Form S-3, if the Company is then eligible
        to file using such form, and if not eligible, on Form SB-2 or other appropriate
        form.

      


      (f) “Effective
        Date” means the date the SEC declares a Registration Statement covering
        Registrable Securities and otherwise meeting the conditions contemplated
        hereby
        to be effective.

      


      (g) “Public
        Sale" means a sale of securities pursuant to a registration statement declared
        effective under the Securities Act or to the public through a broker, dealer
        or
        market maker pursuant to the provisions of Rule 144 (or any similar provision
        then in effect) adopted under the Securities Act.

      


      2. Registration.

      


      (a)
        Mandatory
        Registration. The
        Company shall prepare and file with the SEC, as soon as possible after the
        date
        hereof but no later than seventy-five (75) days from the date hereof (the
        “Required Filing Date”), a Registration Statement registering for resale by the
        Holders the Registrable Securities. The Registration Statement shall include
        the
        Registrable Securities, and shall also state that, in accordance with Rule
        416
        and 457 under the Securities Act, it also covers such indeterminate number
        of
        additional shares of Common Stock as may become issuable to prevent dilution
        resulting from stock splits, or stock dividends. The Company shall use its
        reasonable best efforts to cause the Registration Statement to be declared
        effective under the Securities Act as promptly as possible after the filing
        thereof, but in any event not later than one hundred twenty (120) days after
        the
        date hereof (the “Effectiveness Date”).

      


      (b)
        Payments
        by the Company.
        If: (i)
        the Registration Statement is not filed on or prior to its Required Filing
        Date,
        (ii) the Company fails to file with the Commission a request for acceleration
        in
        accordance with Rule 461 promulgated under the Securities Act, within five
        business days of the date that the Company is notified (orally or in writing,
        whichever is earlier) by the Commission that a Registration Statement will
        not
        be “reviewed”, or not subject to further review, (iii) a Registration Statement
        filed or required to be filed hereunder is not declared effective by the
        Commission on or before the required Effectiveness Date or (iv) after the
        Effectiveness Date, the availability of the Registration Statement is suspended
        for more than an aggregate 60 days in any 12-month period, (any such failure
        or
        breach being referred to as an “Event”)
        and
        for purposes of clause (i) or (iii) the date on which such Event occurs,
        or for
        purposes of clause (ii) the date on which such five business day period is
        exceeded, or for purposes of clause (iv) the date on which such 60 day period
        is
        exceeded being referred to as an “Event
        Date”,
        then in
        addition to any other rights the Holders may have hereunder or under applicable
        law, on each monthly anniversary of each such Event Date (if the applicable
        Event shall not have been cured by such date) until the applicable Event
        is
        cured, the Company shall pay to the Holders an aggregate amount in cash,
        as
        partial liquidated damages and not as a penalty, of $100,000. The partial
        liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata
        basis for any portion of a month prior to the cure of an Event.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      3. Obligations
        of the Company.
        In
        connection with the registration of the Registrable Securities, the Company
        shall do each of the following:

      


      (a) Prepare
        promptly, and file with the SEC by the Required Filing Date a Registration
        Statement with respect to not less than the number of Registrable Securities
        provided in Section 2(a) above, and thereafter use its reasonable best efforts
        to cause such Registration Statement relating to Registrable Securities to
        become effective and keep the Registration Statement effective at all times
        during the period (the “Registration Period”) continuing until the earliest of
        (i) the date that is two (2) years after the last day of the calendar month
        following the month in which the relevant Effective Date occurs, (ii) the
        date
        when the Holders may sell all Registrable Securities under Rule 144 without
        volume or other restrictions or limits or (iii) the date the Holders no longer
        own any of the Registrable Securities, which Registration Statement (including
        any amendments or supplements thereto and prospectuses contained therein)
        shall
        not contain any untrue statement of a material fact or omit to state a material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances in which they were made, not
        misleading;

      


      (b) Prepare
        and file with the SEC such amendments (including post-effective amendments)
        and
        supplements to the Registration Statement and the prospectus used in connection
        with the Registration Statement as may be necessary to keep the Registration
        Statement effective at all times during the Registration Period, and, during
        the
        Registration Period, comply with the provisions of the Securities Act with
        respect to the disposition of all Registrable Securities of the Company covered
        by the Registration Statement until such time as all of such Registrable
        Securities have been disposed of in accordance with the intended methods
        of
        disposition by the seller or sellers thereof as set forth in the Registration
        Statement;

      


      (c) Permit
        a
        single firm of counsel designated by the Holders to review the Registration
        Statement and all amendments and supplements thereto a reasonable period
        of time
        (but not less than three (3) business days) prior to their filing with the
        SEC,
        and not file any document in a form to which such counsel reasonably
        objects;

      


      (d) Notify
        each Holder and such Holders’s legal counsel identified to the Company and which
        has requested by written notice to the Company that it receive such notification
        (“Holder’s Counsel”) and any managing underwriters immediately (and, in the case
        of (i)(A) below, not less than three (3) business days prior to such filing)
        and
        (if requested by any such person) confirm such notice in writing no later
        than
        one (1) business day following the day (i)(A) when a Prospectus or any
        Prospectus supplement or post-effective amendment to the Registration Statement
        is proposed to be filed; (B) whenever the SEC notifies the Company whether
        there
        will be a “review” of such Registration Statement; (C) whenever the Company
        receives (or a representative of the Company receives on its behalf) any
        oral or
        written comments from the SEC in respect of a Registration Statement (copies
        or,
        in the case of oral comments, summaries of such comments shall be promptly
        furnished by the Company to the Holders); and (D) with respect to the
        Registration Statement or any post-effective amendment, when the same has
        become
        effective; (ii) of any request by the SEC or any other Federal or state
        governmental authority for amendments or supplements to the Registration
        Statement or Prospectus or for additional information; (iii) of the issuance
        by
        the SEC of any stop order suspending the effectiveness of the Registration
        Statement covering any or all of the Registrable Securities or the initiation
        of
        any proceedings for that purpose; (iv) of the receipt by the Company of any
        notification with respect to the suspension of the qualification or exemption
        from qualification of any of the Registrable Securities for sale in any
        jurisdiction, or the initiation or threatening of any proceeding for such
        purpose; and (v) of the occurrence of any event that to the best knowledge
        of
        the Company makes any statement made in the Registration Statement or Prospectus
        or any document incorporated or deemed to be incorporated therein by reference
        untrue in any material respect or that requires any revisions to the
        Registration Statement, Prospectus or other documents so that, in the case
        of
        the Registration Statement or the Prospectus, as the case may be, it will
        not
        contain any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances under which they were made, not misleading.
        

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (e) Furnish
        to each Holder and such Holder’s Counsel (i) promptly after the same is prepared
        and publicly distributed, filed with the SEC, or received by the Company,
        one
        (1) copy of the Registration Statement, each preliminary prospectus and
        prospectus, and each amendment or supplement thereto, and (ii) such number
        of
        copies of a prospectus, and all amendments and supplements thereto and such
        other documents, as such Holder may reasonably request in order to facilitate
        the disposition of the Registrable Securities owned by such Holder;

      


      (f) As
        promptly as practicable after becoming aware thereof, notify each Holder
        of the
        happening of any event of which the Company has knowledge, as a result of
        which
        the prospectus included in the Registration Statement, as then in effect,
        includes an untrue statement of a material fact or omits to state a material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances under which they were made, not misleading,
        and
        use its best efforts promptly to prepare a supplement or amendment to the
        Registration Statement or other appropriate filing with the SEC to correct
        such
        untrue statement or omission, and deliver a number of copies of such supplement
        or amendment to each Holder as such Holder may reasonably request;

      


      (g) As
        promptly as practicable after becoming aware thereof, notify each Holder
        who
        holds Registrable Securities being sold (or, in the event of an underwritten
        offering, the managing underwriters) of the issuance by the SEC of a Notice
        of
        Effectiveness or any notice of effectiveness or any stop order or other
        suspension of the effectiveness of the Registration Statement at the earliest
        possible time;

      


      (h) Notwithstanding
        the foregoing, if at any time or from time to time after the date of
        effectiveness of the Registration Statement, the Company notifies the Holder
        in
        writing of the existence of a Potential Material Event, the Holder shall
        not
        offer or sell any Registrable Securities, or engage in any other transaction
        involving or relating to the Registrable Securities, from the time of the
        giving
        of notice with respect to a Potential Material Event until such Holder receives
        written notice from the Company that such Potential Material Event either
        has
        been disclosed to the public or no longer constitutes a Potential Material
        Event. The Company shall be entitled to exercise its right under this Section
        3(h) to suspend the availability of a Registration Statement, for a period
        not
        to exceed 60 days (which need not be consecutive days) in any 12 month
        period.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (i) Use
        its
        reasonable efforts to secure and maintain the designation of all the Registrable
        Securities covered by the Registration Statement on the Nasdaq National
        Market.

      


      (j) Take
        all
        other reasonable actions necessary to expedite and facilitate disposition
        by the
        Holders of the Registrable Securities pursuant to the Registration
        Statement.

      


      4. Obligations
        of the Holders.
        In
        connection with the registration of the Registrable Securities, the Holders
        shall have the following obligations:

      


      (a) It
        shall
        be a condition precedent to the obligations of the Company to complete the
        registration pursuant to this Agreement with respect to the Registrable
        Securities of a particular Holder that such Holder shall furnish to the Company
        such information regarding itself, the Registrable Securities held by it,
        and
        the intended method of disposition of the Registrable Securities held by
        it, as
        shall be reasonably required to effect the registration of such Registrable
        Securities and shall execute such documents in connection with such registration
        as the Company may reasonably request. At least ten (10) days prior to the
        first
        anticipated filing date of the Registration Statement, the Company shall
        notify
        each Holder of the information the Company requires from each such Holder
        (the
“Requested Information”) if such Holder has any Registrable Securities included
        in the Registration Statement. If at least two (2) business days prior to
        the
        filing date the Company has not received the Requested Information from a
        Holder
        (a “Non-Responsive Holder”), then the Company may file the Registration
        Statement without including Registrable Securities of such Non-Responsive
        Holder;

      


      (b) Each
        Holder, by such Holder’s acceptance of the Registrable Securities, agrees to
        cooperate with the Company as reasonably requested by the Company in connection
        with the preparation and filing of the Registration Statement hereunder,
        unless
        such Holder has notified the Company in writing of such Holder’s election to
        exclude all of such Holder’s Registrable Securities from the Registration
        Statement; and

      


      (c) Each
        Holder agrees that, upon receipt of any notice from the Company of the happening
        of any event of the kind described in Section 3(f) or 3(g), above, such Holder
        will immediately discontinue disposition of Registrable Securities pursuant
        to
        the Registration Statement covering such Registrable Securities until such
        Holder’s receipt of the copies of the supplemented or amended prospectus
        contemplated by Section 3(f) or 3(g) and, if so directed by the Company,
        such
        Holder shall deliver to the Company (at the expense of the Company) or destroy
        (and deliver to the Company a certificate of destruction) all copies in such
        Holder’s possession, of the prospectus covering such Registrable Securities
        current at the time of receipt of such notice.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      5. Expenses of Registration.
        All
        reasonable expenses (other than underwriting discounts and commissions of
        the
        Holder and fees and expenses of Holder’s Counsel) incurred in connection with
        registrations, filings or qualifications pursuant to Section 3, but including,
        without limitation, all registration, listing, and qualifications fees, printers
        and accounting fees and the fees and disbursements of counsel for the Company
        shall be borne by the Company. 

      


      6. Indemnification.
        In the
        event any Registrable Securities are included in a Registration Statement
        under
        this Agreement:

      


      (a) To
        the
        extent permitted by law, the Company will indemnify and hold harmless each
        Holder who holds such Registrable Securities (each, an “Indemnified Person” or
“Indemnified Party”), against any losses, claims, damages, liabilities or
        expenses (joint or several) incurred (collectively, “Claims”) to which any of
        them may become subject under the Securities Act, the Exchange Act or otherwise,
        insofar as such Claims (or actions or proceedings, whether commenced or
        threatened, in respect thereof) arise out of or are based upon any of the
        following statements, omissions or violations in the Registration Statement,
        or
        any post-effective amendment thereof, or any prospectus included therein:
        (i)
        any untrue statement or alleged untrue statement of a material fact contained
        in
        the Registration Statement or any post-effective amendment thereof or the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading,
        (ii)
        any untrue statement or alleged untrue statement of a material fact contained
        in
        the final prospectus (as amended or supplemented, if the Company files any
        amendment thereof or supplement thereto with the SEC) or the omission or
        alleged
        omission to state therein any material fact necessary to make the statements
        made therein, in light of the circumstances under which the statements therein
        were made, not misleading or (iii) any violation or alleged violation by
        the
        Company of the Securities Act, the Exchange Act, any state securities law
        or any
        rule or regulation under the Securities Act, the Exchange Act or any state
        securities law (the matters in the foregoing clauses (i) through (iii) being,
        collectively, “Violations”). Subject to clause (b) of this Section 6, the
        Company shall reimburse the Holders, promptly as such expenses are incurred
        and
        are due and payable, for any legal fees or other reasonable expenses incurred
        by
        them in connection with investigating or defending any such Claim.
        Notwithstanding anything to the contrary contained herein, the indemnification
        agreement contained in this Section 6(a) shall not (I) apply to a Claim arising
        out of or based upon a Violation which occurs in reliance upon and in conformity
        with information furnished in writing to the Company by or on behalf of any
        Indemnified Person expressly for use in connection with the preparation of
        the
        Registration Statement or any such amendment thereof or supplement thereto,
        after such prospectus was made available by the Company pursuant to Section
        3(c)
        hereof; (II) be available to the extent such Claim is based on a failure
        of the
        Holder to deliver or cause to be delivered the prospectus made available
        by the
        Company or the amendment or supplement thereto made available by the Company;
        (III) be available to the extent such Claim is based on the delivery of a
        prospectus by the Holder after receiving notice from the Company under Section
        3(f), (g) or (h) hereof (other than a notice regarding the effectiveness
        of the
        Registration Statement or any amendment or supplement thereto), or (IV) apply
        to
        amounts paid in settlement of any Claim if such settlement is effected without
        the prior written consent of the Company, which consent shall not be
        unreasonably withheld or delayed. Each Holder will indemnify the Company
        and its
        officers, directors and agents (each, an “Indemnified Person” or “Indemnified
        Party”) against any claims arising out of or based upon a Violation which occurs
        in reliance upon and in conformity with information furnished in writing
        to the
        Company, by or on behalf of such Holder, expressly for use in connection
        with
        the preparation of the Registration Statement or the amendment or supplement
        thereto, subject to such limitations and conditions as are applicable to
        the
        Indemnification provided by the Company to this Section 6. Such indemnity
        shall
        remain in full force and effect regardless of any investigation made by or
        on
        behalf of the Indemnified Person and shall survive the transfer of the
        Registrable Securities by the Holders pursuant to Section 9.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (b) Promptly
        after receipt by an Indemnified Person or Indemnified Party under this Section
        6
        of notice of the commencement of any action (including any governmental action),
        such Indemnified Person or Indemnified Party shall, if a Claim in respect
        thereof is to be made against any indemnifying party under this Section 6,
        deliver to the indemnifying party a written notice of the commencement thereof
        and the indemnifying party shall have the right to participate in, and, to
        the
        extent the indemnifying party so desires, jointly with any other indemnifying
        party similarly noticed, to assume control of the defense thereof with counsel
        mutually satisfactory to the indemnifying party and the Indemnified Person
        or
        the Indemnified Party, as the case may be. In case any such action is brought
        against any Indemnified Person or Indemnified Party, and it notifies the
        indemnifying party of the commencement thereof, the indemnifying party will
        be
        entitled to participate in, and, to the extent that it may wish, jointly
        with
        any other indemnifying party similarly notified, assume the defense thereof,
        subject to the provisions herein stated and after notice from the indemnifying
        party to such Indemnified Person or Indemnified Party of its election so
        to
        assume the defense thereof, the indemnifying party will not be liable to
        such
        Indemnified Person or Indemnified Party under this Section 6 for any legal
        or
        other reasonable out-of-pocket expenses subsequently incurred by such
        Indemnified Person or Indemnified Party in connection with the defense thereof
        other than reasonable costs of investigation, unless the indemnifying party
        shall not pursue the action to its final conclusion. The Indemnified Person
        or
        Indemnified Party shall have the right to employ separate counsel in any
        such
        action and to participate in the defense thereof, but the fees and reasonable
        out-of-pocket expenses of such counsel shall not be at the expense of the
        indemnifying party if the indemnifying party has assumed the defense of the
        action with counsel reasonably satisfactory to the Indemnified Person or
        Indemnified Party provided such counsel is of the opinion that all defenses
        available to the Indemnified Party can be maintained without prejudicing
        the
        rights of the indemnifying party. The failure to deliver written notice to
        the
        indemnifying party within a reasonable time of the commencement of any such
        action shall not relieve such indemnifying party of any liability to the
        Indemnified Person or Indemnified Party under this Section 6, except to the
        extent that the indemnifying party is prejudiced in its ability to defend
        such
        action. The indemnification required by this Section 6 shall be made by periodic
        payments of the amount thereof during the course of the investigation or
        defense, as such expense, loss, damage or liability is incurred and is due
        and
        payable.

      


      7. Contribution.
        To the
        extent any indemnification by an indemnifying party is prohibited or limited
        by
        law, the indemnifying party agrees to make the maximum contribution with
        respect
        to any amounts for which it would otherwise be liable under Section 6 to
        the
        fullest extent permitted by law; provided,
        however,
        that
        (a) no contribution shall be made under circumstances where the maker would
        not
        have been liable for indemnification under the fault standards set forth
        in
        Section 6; (b) no seller of Registrable Securities guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act)
        shall be entitled to contribution from any seller of Registrable Securities
        who
        was not guilty of such fraudulent misrepresentation; and (c) except where
        the
        seller has committed fraud (other than a fraud by reason of the information
        included or omitted from the Registration Statement as to which the Company
        has
        not given notice as contemplated under Section 3 hereof) or intentional
        misconduct, contribution by any seller of Registrable Securities shall be
        limited in amount to the net amount of proceeds received by such seller from
        the
        sale of such Registrable Securities.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      8. Reports
        under Securities Act and Exchange Act.
        With a
        view to making available to the Holders the benefits of Rule 144 promulgated
        under the Securities Act or any other similar rule or regulation of the SEC
        that
        may at any time permit the Holders to sell securities of the Company to the
        public without registration (“Rule 144”), the Company agrees to:

      


      (a) make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144;

      


      (b) file
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the Securities Act and the Exchange Act; and

      


      (c) furnish
        to Holder so long as Holder owns Registrable Securities, promptly upon request,
        (i) a written statement by the Company that it has complied with the reporting
        requirements of the Securities Act and the Exchange Act, and (ii) such other
        information as may be reasonably requested to permit Holder to sell such
        securities pursuant to Rule 144 without Registration.

      


      (d) The
        Company will, at the request of any Holder of Registrable Securities, upon
        receipt from such Holder of a certificate certifying (i) that such Holder
        has
        held such Registrable Securities for a period of not less than one (1) year,
        (ii) that such Holder has not been an affiliate (as defined in Rule 144)
        of the
        company for more than the ninety (90) preceding days, and (iii) as to such
        other
        matters as may be appropriate in accordance with such Rule, remove from the
        stock certificate representing such Registrable Securities that portion of
        any
        restrictive legend which relates to the registration provisions of the
        Securities Act.

      


      9. Assignment
        of the Registration Rights.
        The
        rights to have the Company register Registrable Securities pursuant to this
        Agreement shall be automatically assigned by the Holders to any transferee
        of
        the Registrable Securities only if: (a) the Holder agrees in writing with
        the
        transferee or assignee to assign such rights, and a copy of such agreement
        is
        furnished to the Company within a reasonable time after such assignment,
        (b) the
        Company is, within a reasonable time after such transfer or assignment,
        furnished with written notice of (i) the name and address of such transferee
        or
        assignee and (ii) the securities with respect to which such registration
        rights
        are being transferred or assigned, (c) immediately following such transfer
        or
        assignment the further disposition of such securities by the transferee or
        assignee is restricted under the Securities Act and applicable state securities
        laws, (d) at or before the time the Company received the written notice
        contemplated by clause (b) of this sentence the transferee or assignee agrees
        in
        writing with the Company to be bound by all of the provisions contained herein,
        and (e) such transfer of Registrable Securities is completed and disclosed
        to
        the Company prior to the Effective Date. In the event of any delay in filing
        or
        effectiveness of the Registration Statement as a result of such assignment,
        the
        Company shall not be liable for any damages arising from such delay, or the
        payments set forth in Section 2(b) hereof arising from such delay.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      10. Amendment
        of Registration Rights.
        Any
        provision of this Agreement may be amended and the observance thereof may
        be
        waived (either generally or in a particular instance and either retroactively
        or
        prospectively), only with the written consent of the Company and the Holders.
        Any amendment or waiver effected in accordance with this Section 10 shall
        be
        binding upon each Holder and the Company.

      


      11. Miscellaneous.

      


      (a) A
        person
        or entity is deemed to be a holder of Registrable Securities whenever such
        person or entity owns of record such Registrable Securities. If the Company
        receives conflicting instructions, notices or elections from two or more
        persons
        or entities with respect to the same Registrable Securities, the Company
        shall
        act upon the basis of instructions, notice or election received from the
        registered owner of such Registrable Securities.

      


      (b) Notices
        required or permitted to be given hereunder shall be given in the manner
        contemplated by the Purchase Agreement, if to the Company or to the Holders,
        to
        their respective address contemplated by the Purchase Agreement.

      


      (c) Failure
        of any party to exercise any right or remedy under this Agreement or otherwise,
        or delay by a party in exercising such right or remedy, shall not operate
        as a
        waiver thereof.

      


      (d) This
        Agreement shall be governed by and interpreted in accordance with the laws
        of
        the State of New York for contracts to be wholly performed in such state
        and
        without giving effect to the principles thereof regarding the conflict of
        laws.
        Each of the parties consents to the jurisdiction of the federal courts whose
        districts encompass any part of the City of New York or the state courts
        of the
        State of New York sitting in the City of New York in connection with any
        dispute
        arising under this Agreement and hereby waives, to the maximum extent permitted
        by law, any objection, including any objection based on forum
        non coveniens, to
        the
        bringing of any such proceeding in such jurisdictions. To the extent determined
        by such court, either party hereto shall reimburse the other party for any
        reasonable legal fees and disbursements incurred by such party in enforcement
        of
        or protection of any of its rights under this Agreement.

      


      (e) If
        any
        provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the remainder of this Agreement or the validity or
        enforceability of this Agreement in any other jurisdiction.

      


      (f) Subject
        to the requirements of Section 9 hereof, this Agreement shall inure to the
        benefit of and be binding upon the successors and assigns of each of the
        parties
        hereto.

      


      (g) All
        pronouns and any variations thereof refer to the masculine, feminine or neuter,
        singular or plural, as the context may require.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (h) The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning thereof.

      


      (i) This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which shall constitute one and the same agreement.
        This Agreement, once executed by a party, may be delivered to the other party
        hereto by telephone line facsimile transmission of a copy of this Agreement
        bearing the signature of the party so delivering this Agreement.

      


      (j) The
        Company acknowledges that any failure by the Company to perform its obligations
        under Section 3(a) hereof, or any delay in such performance could result
        in loss
        to the Holders, and the Company agrees that, in addition to any other liability
        the Company may have by reason of such failure or delay, the Company shall
        be
        liable for all direct damages caused by any such failure or delay, unless
        the
        same is the result of force majeure. Neither party shall be liable for
        consequential damages.

       

      (k) This
        Agreement constitutes the entire agreement among the parties hereto with
        respect
        to the subject matter hereof. There are no restrictions, promises, warranties
        or
        undertakings, other than those set forth or referred to herein. This Agreement
        supersedes all prior agreements and understandings among the parties hereto
        with
        respect to the subject matter hereof This Agreement may be amended only by
        an
        instrument in writing signed by the party to be charged with enforcement
        thereof.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      


      


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF,
        the
        parties have caused this Agreement to be duly executed by their respective
        officers thereunto duly authorized as of the day and year first above
        written.

       

      
        
          	 	 	 
	 	
                  COMPANY:

                  ANSWERS
                    CORPORATION

                
	 
 	 
 	 
 
	 	By:  	/s/ Steven Steinberg 
	 	
                  

                  Name:
                     Steven
                    Steinberg

                  Title:
                    Chief Financial Officer

                
	 	 


        


        
          	 	 	 
	 	HOLDERS:
	 	 
	 	BRAINBOOST
                  PARTNERSHIP
	 
 	 
 	 
 
	 	By:  	/s/ ASSAF
                  ROZENBLATT  
	 	 	
                  

                
	 	Name:	ASSAF
                  ROZENBLATT   
	 	 	
                  

                
	 	Title:	GENERAL PARTNER
	 	 	
                  

                
	 	 	 
	 	 ASSAF
                  ROZENBLATT
	 	 	/s/ ASSAF ROZENBLATT 
	 	
                  

                
	 	 	 
	 	 EDO
                  SEGAL
	 	 	/s/ EDO SEGAL 
	 	
                  

                
	 	 	 
	 	 JON
                  MEDVED
	 	 	/s/ JON MEDVED 
	 	
                  

                


        

      

      



      
        
          
          

        

        
          11