CUMULATIVE REMEDIES. THE REMEDIES
PROVIDED HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER REMEDIES PROVIDED
BY LAW.
(M)
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT
OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO
BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS,
PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND
THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO FIND AND EMPLOY AN
ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT
CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION. IT IS HEREBY
STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE
EXECUTED THE REMAINING
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING ANY OF SUCH THAT
MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(N)
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
(O)
INDEPENDENT NATURE OF HOLDERS' OBLIGATIONS
AND RIGHTS. THE OBLIGATIONS OF EACH HOLDER HEREUNDER ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER, AND NO HOLDER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
HOLDER HEREUNDER. NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR DOCUMENT
DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY HOLDER PURSUANT HERETO OR
THERETO, SHALL BE DEEMED TO CONSTITUTE THE HOLDERS AS A PARTNERSHIP, AN
ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE HOLDERS ARE IN ANY WAY ACTING IN CONCERT WITH RESPECT TO
SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH HOLDER
SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT, AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER HOLDER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE.
(P)
AGGREGATION OF STOCK.
ALL SHARES OF
REGISTRABLE SECURITIES HELD OR ACQUIRED BY AFFILIATED ENTITIES (INCLUDING
AFFILIATED VENTURE CAPITAL FUNDS) OR PERSONS SHALL BE AGGREGATED TOGETHER FOR
THE PURPOSE OF DETERMINING THE AVAILABILITY OF ANY RIGHTS UNDER THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
ANSWERS CORPORATION
By:
/s/ Robert S. Rosenschein
Name:
Robert S. Rosenschein
Title:
Chief Executive Officer
[SIGNATURE PAGE OF HOLDERS TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
Redpoint Omega, L.P., by its General Partner Redpoint Omega, LLC
Redpoint Omega Associates LLC, as nominee
By:
/s/ W. Allen Beasley
Name:
W. Allen Beasley
Title:
Managing Director
Annex A
Plan of Distribution
Each Selling Stockholder (the "Selling Stockholders") of the common stock
("Common Stock") of Answers Corporation, a Delaware corporation (the "Company")
and any of their pledgees, assignees and successors-in-interest may, from