ACTS AND THINGS, AND SHALL EXECUTE AND DELIVER ALL SUCH OTHER
AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS AS ANY OTHER PARTY MAY
REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
J.
ALL CONSENTS AND OTHER DETERMINATIONS REQUIRED TO BE MADE BY THE
INVESTORS PURSUANT TO THIS AGREEMENT SHALL BE MADE, UNLESS OTHERWISE SPECIFIED
IN THIS AGREEMENT, BY THE REQUIRED HOLDERS.
K.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE LANGUAGE
CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO RULES OF STRICT
CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
L.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND
THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND IS NOT FOR THE BENEFIT
OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
M.
THE OBLIGATIONS OF EACH INVESTOR HEREUNDER ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO PROVISION OF THIS AGREEMENT
IS INTENDED TO CONFER ANY OBLIGATIONS ON ANY INVESTOR VIS-À-VIS ANY OTHER
INVESTOR.
NOTHING CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY INVESTOR
PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREIN.
* * * * * *
[Signature Page Follows]
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
COMPANY:
ANSWERS CORPORATION
By:
/s/ Robert S. Rosenschein
Name: Robert S. Rosenschein
Title: CEO
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
BUYERS:
INTERLACHEN CONVERTIBLE INVESTMENTS
LIMITED
By:
/s/ Gregg T. Colburn
Name: Gregg T. Colburn
Title: Authorized Signatory
[Signature Page to Registration Rights Agreement]
SCHEDULE OF BUYERS
Buyer
Buyer Address
and Facsimile Number
Buyer's Representative's Address
and Facsimile Number
Interlachen Convertible Investments Limited
c/o Interlachen Capital Group LP
800 Nicollet Mall, Suite 2500
Minneapolis, MN 55402-2034
Attention: Gregg T. Colburn and the Legal Department
Facsimile: (612) 659-4457
Telephone: (612) 659-4407
Residency: Cayman Islands
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Attn: Eleazer Klein, Esq.
Facsimile: (212) 593-5955
Telephone: (212) 756-2000
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
[
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[
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Re:
Answers Corporation
Ladies and Gentlemen:
[We are][I am] counsel to Answers Corporation, a Delaware corporation (the
"Company"), and have represented the Company in connection with that certain
Securities Purchase Agreement (the "Securities Purchase Agreement") entered into
by and among the Company and the buyers named therein (collectively, the
"Holders")