TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8.1.2 IN
THE EVENT THAT CLOSING DOES NOT OCCUR DUE TO FAILURE TO SATISFY THE CONDITIONS
SET FORTH IN SECTION 7.3.7. SUCH PAYMENT SHALL BE PAID WITHIN 10 BUSINESS DAYS
FOLLOWING
SUCH TERMINATION AND UPON THE RECEIPT BY PURCHASER OF AN INVOICE FROM SELLERS
SETTING FORTH SUCH EXPENSES IN REASONABLE DETAIL, ACCOMPANIED BY REASONABLE
DOCUMENTATION."
3.
SURVIVAL OF PROVISIONS.
EXCEPT AS SPECIFICALLY AMENDED ABOVE,
WHICH SHALL HAVE THE EFFECT ON THE ENTIRE AGREEMENT, THE AGREEMENT IS HEREBY
RATIFIED, CONFIRMED, AND ACKNOWLEDGED AND SHALL REMAIN IN FULL FORCE AND EFFECT.
4.
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 SECOND AMENDMENT TO THE PURCHASE AGREEMENT
as of the date first written above.
ANSWERS CORPORATION
/S/ ROBERT S. ROSENSCHEIN
By:
Robert S. Rosenschein
Title:
CEO
BRIAN KARIGER, AS SELLERS REPRESENTATIVE
/S/ BRIAN KARIGER