such security agreements, assignments
and other documents, and the Purchaser shall make such filings and take such
other actions, as may have been granted to holders of Senior Debt, to create and
perfect such first priority security interest substantially as set forth in the
Security and Pledge Agreement (but without regards to the subordination
provisions therein, which shall be removed).
2.5.
EXHIBIT A ATTACHED TO THE AGREEMENT ("CERTAIN DEFINITIONS") SHALL
BE AMENDED SO AS TO ADD A NEW DEFINITION UNDER SECTION 1.11A OF THE EXHIBIT, AS
FOLLOWS:
1.11A. "DEFERRED AMOUNT" MEANS $10,000,000.
3.
OTHER AGREEMENTS. THE PARTIES AGREE THAT THE FORM OF PLEDGE AND
SECURITY AGREEMENT ATTACHED TO THIS AMENDMENT AS APPENDIX A SHALL REPLACE THE
FORM OF PLEDGE AND SECURITY AGREEMENT ATTACHED TO THE AGREEMENT AS EXHIBIT E;
AND THAT THE FORM OF SUBORDINATION AGREEMENT ATTACHED TO THIS AMENDMENT AS
APPENDIX B SHALL REPLACE THE FORM OF SUBORDINATION AGREEMENT ATTACHED TO THE
AGREEMENT AS EXHIBIT F.
4.
SURVIVAL OF PROVISIONS.
EXCEPT AS SPECIFICALLY AMENDED ABOVE,
THE AGREEMENT IS HEREBY RATIFIED, CONFIRMED, AND ACKNOWLEDGED AND SHALL REMAIN
IN FULL FORCE AND EFFECT.
5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL INSTRUMENT AND ALL
OF WHICH TOGETHER SHALL CONSTITUTE A SINGLE AGREEMENT.
THE EXCHANGE OF A FULLY
EXECUTED AMENDMENT (IN COUNTERPARTS OR OTHERWISE) BY FACSIMILE OR BY ELECTRONIC
DELIVERY IN .PDF FORMAT SHALL BE SUFFICIENT TO BIND THE PARTIES TO THE TERMS AND
CONDITIONS OF THIS AMENDMENT, AS AN ORIGINAL.
- Signature pages follow -
IN WITNESS WHEREOF, the Purchaser and the Sellers Representative, intending to
be legally bound, have executed this FIRST AMENDMENT TO THE PURCHASE AGREEMENT
as of the date first written above.
ANSWERS CORPORATION
/s/ Bruce Smith
By:
Bruce Smith
Title:
Chief Strategic Officer
BRIAN KARIGER, AS SELLERS REPRESENTATIVE
/s/ Brian Kariger