Exhibit 10.1
FIRST AMENDMENT TO THE AMENDED AND RESTATED PURCHASE AGREEMENT
This FIRST AMENDMENT TO THE AMENDED AND RESTATED PURCHASE AGREEMENT (this
"Amendment") is made and entered into as of February 8, 2008 by and among
Answers Corporation, a Delaware corporation (the "Purchaser"), and Brian
Kariger, as the Sellers Representative.
WHEREAS, Lexico Publishing Group, LLC, a California limited liability company,
Brian Kariger, as trustee of the Brian Patrick Kariger Charitable Remainder
Unitrust Trust dated April 9, 2007, Brian Kariger, as trustee of the Brian
Patrick Kariger Revocable Trust dated February 9, 2007, and Daniel Fierro
(collectively, the "Sellers"), the Sellers Representative, and the Purchaser
(the Sellers, the Sellers Representative, and the Purchaser collectively, the
"Parties") entered into an Amended and Restated Purchase Agreement, dated as of
January 15, 2008 (the "Agreement");
WHEREAS, the Parties wish to amend certain provisions in the Agreement, as set
forth herein; and
WHEREAS, pursuant to Section 10.5 of the Agreement, the Agreement may be amended
with the written consent of Purchaser and the Sellers Representative, which
amendment shall be binding upon the Parties and their respective successors and
assignees.
NOW, THEREFORE, in consideration of the premises and of the mutual promises,
covenants, representations and warranties made herein, the Parties intending to
be legally bound, hereby agree as follows:
1.
DEFINITIONS.
UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS
USED IN THIS AMENDMENT SHALL HAVE THE MEANINGS ASCRIBED TO THEM UNDER THE
AGREEMENT.
2.
AMENDMENTS
2.1.
IN THE RECITALS TO THE AGREEMENT, RECITAL "F" (SECOND OF TWO
RECITALS TITLED "F") SHALL BE AMENDED SUCH THAT IT SHALL BE TITLED "G" AND SHALL
READ AS FOLLOWS:
"F.
CONCURRENTLY WITH THE CLOSING OF THIS AGREEMENT, WITH RESPECT
TO THE DEFERRED AMOUNT, AND, IN THE EVENT THAT THE PURCHASER ELECTS TO EFFECT
THE HOLDBACK, WITH RESPECT TO ANY PORTION OF THE HOLDBACK: (I) THE PARTIES
HERETO SHALL ENTER INTO THE THAT CERTAIN PLEDGE AND SECURITY AGREEMENT, IN THE
FORM ATTACHED HERETO AS EXHIBIT E (AS AMENDED, THE "PLEDGE AND SECURITY
AGREEMENT"), AND (II) THE PARTIES HERETO AND INTERLACHEN CONVERTIBLE INVESTMENTS
LIMITED, IN ITS CAPACITY AS COLLATERAL AGENT OF THE SENIOR DEBT, SHALL ENTER
INTO THE SUBORDINATION AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT F (AS
AMENDED, THE "SUBORDINATION AGREEMENT"); AND"
2.2.
SECTION 1.2.1 OF THE AGREEMENT SHALL BE AMENDED SUCH THAT
SECTION SHALL READ AS FOLLOWS:
"1.2.1
AS FULL CONSIDERATION FOR THE SALE, CONVEYANCE, ASSIGNMENT AND
TRANSFER OF THE INTERESTS TO PURCHASER, FREE AND CLEAR OF ALL ENCUMBRANCES, AND
ALL OF THE OBLIGATIONS, COVENANTS AND CONDITIONS CONTAINED IN THIS AGREEMENT,
(I) AT CLOSING, PURCHASER SHALL DEPOSIT IN A BANK ACCOUNT IN THE NAME OF THE
ESCROW AGENT AN AGGREGATE AMOUNT EQUAL TO $70,000,000 (SUBJECT TO ADJUSTMENTS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 1.2.2) (THE "PURCHASE PRICE"), TO BE
IMMEDIATELY THEREAFTER TRANSFERRED BY THE ESCROW AGENT TO THE SELLERS, PRO-RATA
IN ACCORDANCE WITH THE PERCENTAGE MEMBERSHIP INTEREST HELD BY EACH SELLER AS SET
FORTH IN SCHEDULE A; (II) THE AMOUNT OF FORFEITED EMPLOYEE BONUS AMOUNT (IF ANY)
SHALL BE TRANSFERRED