8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 8, 2007 (October 2, 2007)

HSW International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33720	33-1135689
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
One Capital City Plaza, 3350 Peachtree Road, Suite 1150, Atlanta, GA			30326
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code(404) 926-0660

One Capital City Plaza
3350 Peachtree Road, Suite 1500
Atlanta, CA 30326
(404) 364-5823

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement

On October 2, 2007, HSW International, Inc. (the “Registrant”) consummated the transactions contemplated by that certain Merger Agreement (the “Merger Agreement”), dated April 20, 2006, as amended on each of January 29, 2007 and August 23, 2007, among INTAC International, Inc. (“INTAC”), HowStuffWorks, Inc. (“HSW”), the Registrant and HSW International Merger Corporation.  Pursuant to the Merger Agreement, HSW International Merger Corporation merged with and into INTAC (the “Merger”), with INTAC remaining as the surviving corporation and a wholly-owned subsidiary of the Registrant.

As a result of the Merger and transactions related to the Merger, the Registrant issued 22,940,727 shares of its common stock to HSW, 22,940,727 shares of its common stock to the former holders of INTAC common stock (of which 3,000,000 shares are owned by INTAC Holdings pursuant to the distribution business sale) and 3,424,653 shares of its common stock to the American investors in exchange for $22,499,970.21 in cash.  The closing of the European investors stock purchase is conditioned upon the Securities and Exchange Commission declaring effective a registration statement for the resale of such shares and is scheduled to occur on the eleventh business day after such registration statement is declared effective.  The European investors have agreed to purchase approximately $27 million of our common stock.

In connection with the consummation of the Merger, the Registrant entered into the following agreements: (i) Contribution Agreement, dated as of October 2, 2007, between HSW and the Registrant (the “Brazil Contribution Agreement”); (ii) Contribution Agreement, dated as of October 2, 2007, between HSW and the Registrant (the “PRC Contribution Agreement” and together with the Brazil Contribution Agreement, the “Contribution Agreements”); (iii) Services Agreement, dated as of October 2, 2007, between HSW and the Registrant (the “Services Agreement”); (iv) Update Agreement, dated as of October 2, 2007, between HSW and the Registrant (the “Update Agreement”); (v) Registration Rights Agreement, dated as of October 2, 2007, among the Registrant, Ashford Capital Partners, L.P., Harvest 2004, LLC, Chilton Investment Partners, L.P., Chilton QP Investment Partners, L.P., Chilton International, L.P., Chilton New Era Partners, L.P., Chilton Small Cap International, L.P., Zeke, LP, Smallcap World Fund, Inc., and American Funds Insurance Series - Global Small Capitalization Fund (the “American Investors Registration Rights Agreement”); (vi) Registration Rights Agreement, dated as of October 2, 2007, among the Registrant, HSW and Wei Zhou; (vii) Registration Rights Agreement, dated as of October 2, 2007, among the Registrant, Kevin Jones, Theodore P. Botts, J. David Darnell, Dr. Heinz-Gerd Stein and Larrie A Weil (the agreements in (vi) and (vii) collectively, the “Affiliate Registration Rights Agreements”); and (viii) Warrant Agreement dated as of October 2, 2007, between HSW and the Registrant (the “Warrant Agreement”).

Contribution Agreements

Pursuant to the Contribution Agreements, HSW contributed certain content (owned by or licensed to HSW) to the Registrant by granting to the Registrant a perpetual, fully paid up, royalty-free, sublicensable, exclusive license to use such content in certain territories, which specifically consists of the right to render Chinese and Portuguese translations of, the right to publish or use any or all actual renderings in the translation languages and all such actual renderings, of such licensed and sublicensed content, including derivative works, solely in digital and/or electronic form. Notwithstanding the foregoing, all sublicensed content is subject to the terms, conditions and restrictions set forth in the applicable third party licenses from which the sublicensed content is sublicensed. HSW is the sole and exclusive owner of the licensed content,

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the applicable third party licensors are the sole and exclusive owners of the applicable sublicensed content and the Registrant is the sole and exclusive owner of certain assets, subject to HSW and its licensors rights in the underlying content.

HSW also granted to the Registrant a limited, perpetual, fully paid up, royalty-free, non-sublicensable, non-transferable, exclusive license in certain territories to (i) use the content solely for purposes of translating it into the translation languages for the purposes thereby of creating certain assets; and (ii) use limited excerpts of the licensed content translated into the translation languages in print format with limited distribution to businesses solely for purposes of marketing, business development, financings and other similar legitimate business purposes, provided that any such limited print excerpts are not distributed publicly.

HSW may terminate the licenses granted pursuant to the Contribution Agreements in either of the applicable territories upon written notice to the Registrant if (i) the Registrant files a petition for bankruptcy or is adjudicated bankrupt, (ii) a petition in bankruptcy is filed against the Registrant and this petition is not dismissed within ninety calendar days, (iii) the Registrant becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) the Registrant discontinues the business that is covered by either of the contribution agreements; (v) a receiver is appointed for the Registrant or its business; or (vi) the Registrant is in material breach of any of the terms or conditions set forth in either of the Contribution Agreements, which breach remains uncured thirty days after written notice of such breach from HSW so long as such material breach was not caused by any action or inaction of HSW, and HSW did not prevent or limit the Registrant’s attempts to cure such breach.

The foregoing description of the Contribution Agreements is qualified in its entirety by reference to the full text of the Contribution Agreements. A copy of the Brazil Contribution Agreement is included herein as Exhibit 10.1 and is incorporated herein by reference.  A copy of the PRC Contribution Agreement is included herein as Exhibit 10.2 and is incorporated herein by reference.

Services Agreement

Upon the Registrant’s written request, HSW will provide the following services to the Registrant or Intac International Management Consultancy (Beijing) Co., Ltd., as reasonably designated by the Registrant: (i) translating the content into the Chinese and Portuguese languages, (ii) designing and developing the Registrant’s internet sites for the territories; (iii) providing the technology for establishing, operation and use of such internet sites; (iv) providing support and consulting concerning the hosting, operation, and display of such internet sites; (v) securing the registration and maintaining the domain names for such internet sites; and (vi) providing other services reasonably agreed to by the parties as necessary to develop, operate and maintain such internet sites. To date, the Registrant has not requested that HSW provide any of the foregoing services.  If the Registrant requests any services, the Registrant will pay HSW a fee equal to HSW’s fully allocated costs in providing the services. The term of the services agreement is for a period of 18 months beginning on the date of the Contribution Agreements. The Services Agreement may be terminated earlier if the parties mutually agree that the Registrant is able to perform the services on its own behalf, and the Registrant may terminate

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any or all services upon 30 days written notice to HSW. HSW may suspend any service to the Registrant if the Registrant fails to pay the fee for such service for 90 days after such fee was due.

The foregoing description of the Services Agreement is qualified in its entirety by reference to the full text of the Services Agreement.  A copy of the Services Agreement is included herein as Exhibit 10.3 and is incorporated herein by reference.

Update Agreement

Pursuant to the Update Agreement, HSW will provide all updates (i.e., modifications and new content) to the Registrant for its purchase. With respect to updated content that the Registrant elects to purchase, HSW will grant to the Registrant the same license rights as those granted pursuant to the Contribution Agreements with respect to any updates to the content licensed pursuant to the Contribution Agreements for a fee equal to (i) one percent per territory of HSW’s fully allocated costs directly attributable to producing the updates purchased by the Registrant and (ii) HSW’s actual cost in transferring the purchased updates to the Registrant, plus (iii) five percent of (i) and (ii) above. Sublicensed content restrictions, ownership rights and termination rights are the same as those granted pursuant to the Contribution Agreements. HSW may suspend its obligation to provide updates to the Registrant if the Registrant fails to pay any update fee for 90 days after such fee was due or if the Registrant becomes insolvent.

The foregoing description of the Update Agreement is qualified in its entirety by reference to the full text of the Update Agreement.  A copy of the Update Agreement is included herein as Exhibit 10.4 and is incorporated herein by reference.

American Investors Registration Rights Agreement

In connection with the Merger, the Registrant entered into the American Investors Registration Rights Agreement with the investors named therein (such investors, the “American Investors”).  Pursuant to the American Investors Registration Rights Agreement, the Registrant will use its best efforts to cause to be filed a shelf registration covering the resale of the shares purchased by the American Investors no later than 90 days after the closing of the Merger and to have such shelf registration statement declared effective within 180 days of the closing.  In the event that the shelf registration statement is not declared effective within 180 days of the closing, subject to limited exceptions, the Registrant is required to pay to the American investors a monthly cash penalty equal to 0.5% of the $22.5 million received by the Registrant under the American investors stock purchase agreements.  In addition, the American Investors Registration Rights Agreement grants to the American Investors the right to make unlimited requests to the Registrant to include shares held by the American Investors in other registration statements filed by the Registrant.

The foregoing description of the American Investors Registration Rights Agreement is qualified in its entirety by reference to the full text of the American Investors Registration Rights Agreement.  A copy of the American Investors Registration Rights Agreement is included herein as Exhibit 10.5 and is incorporated herein by reference.

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Affiliate Registration Rights Agreements

In connection with the Merger, the Registrant entered into the Affiliate Registration Rights Agreements with certain of its affiliates (such affiliates, the “HSW International Affiliates”).  Pursuant to the Affiliate Registration Rights Agreements, each of the HSW International Affiliates have the right to make three requests to the Registrant to register shares held by them, the right to make unlimited requests to the Registrant to include shares held by the HSW International Affiliates in other registration statements filed by the Registrant, and, after the Registrant has qualified to use Form S-3, three requests to the Registrant to register shares held by them on Form S-3.  The foregoing description of the Affiliate Registration Rights Agreements is qualified in its entirety by reference to the full text of the Affiliate Registration Rights Agreements.  Copies of the Affiliate Registration Rights Agreements are included herein as Exhibit 10.6 and Exhibit 10.7, respectively, and are incorporated herein by reference.

Warrant Agreement

In connection with the Merger, the Registrant entered into the Warrant Agreement with HSW.  Pursuant to the Warrant Agreement, HSW has the right to purchase up to 500,000 shares of the Registrant’s common stock at various prices and with various termination dates as more particularly set forth in the Warrant Agreement.  A Copy of the Warrant Agreement is included herein as Exhibit 10.8 and is incorporated herein by reference.

Item 2.01               Completion of Acquisition or Disposition of Assets

On October 2, 2007, the Merger and all the related transactions contemplated thereby were consummated.  As a result of the Merger, INTAC became a wholly-owned subsidiary of the Registrant.  In addition, the Registrant acquired certain assets pursuant to the Contribution Agreements.

The information reported above under Item 1.01 with respect to the Merger and the Contribution Agreements is incorporated into this Item 2.01 by reference.

Item 3.02               Unregistered Sales of Equity Securities

On October 2, 2007, in connection with the consummation of the Merger, (i) the Registrant issued 3,424,653 shares of its common stock to the American Investors in exchange for $22,499,970.21 in cash, and (ii) the Registrant issued  22,940,727 shares of its common stock to HSW and issued the Warrant Agreement to HSW in consideration for the contribution by HSW of certain of its assets to the Registrant, as described in item 1.01 above under the heading “Contribution Agreements.”

The shares sold to the American Investors and HSW as described above were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.  HSW and each of the American Investors are “accredited investors,” as such term is defined in Rule 501 of Regulation D.

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The information reported above under Item 1.01 with respect to the Contribution Agreements is incorporated into this Item 2.01 by reference.

Item 4.01               Changes in Registrant’s Independent Registered Public Accounting Firm

(a)(1) Previous Independent Registered Public Accounting Firm

(i)            The Independent Registered Public Accounting Firm for the Registrant, W.T. Uniack & Co. CPA’s P.C., has resigned, as W.T. Uniack & Co. CPA’s P.C. was only engaged to audit the Registrant’s financial statements for the period March 14, 2006 (date of inception) to December 31, 2006.  W.T. Uniack & Co. CPA’s P.C. had been the Registrant’s independent registered public accounting firm from May 14, 2007.

(ii)           W.T. Uniack & Co. CPA’s P.C. report on the Registrant’s financial statements did not contain any adverse opinion, or disclaimer of opinion and were not modified as to uncertainty, audit scope or accounting principles.

(iii)          The decision to change the Registrant’s independent registered public accounting firm was recommended and approved by the board of directors of the Registrant since the Registrant did not have an audit committee at the time that the change was made.

(iv)          In connection with the audit of the Registrant’s financial statements for the period March 14, 2006 (date of inception) to December 31, 2006, there were no disagreements with W.T. Uniack & Co. CPA’s P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of W.T. Uniack & Co. CPA’s P.C., would have caused them to make reference thereto in their report on the Registrant’s financial statements.

(v)           The Company provided W.T. Uniack & Co. CPA’s P.C. with a copy of this Form 8-K prior to its filing and requested that W.T. Uniack & Co. CPA’s P.C. furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not W.T. Uniack & Co. CPA’s P.C. agrees with the above statements. A copy of such letter will be filed when received.

(vi)          On September 19, 2007, the Company engaged Grant Thornton LLP (“Grant Thornton”) as its independent registered public accounting firm.  During the period from March 14, 2006 (date of inception) to December 31, 2006 and the subsequent interim period preceding the engagement of Grant Thornton, neither the Registrant, nor anyone on its behalf, has consulted Grant Thornton regarding: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant’s financial statements, which consultation resulted in the providing of written or oral advice concerning the same to the Registrant that was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Rule 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Act of 1933, as amended) or a reportable event (as defined in Rule 304(a)(1)(v) of Regulation S-K).

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Item 5.01               Changes in Control of Registrant

As a result of the Merger and the issuance of shares of the Registrant’s common stock to HSW and the American Investors as described in Item 3.02, above, and to the former Shareholders of INTAC as described in Item 1.01 above, the Registrant is now owned by HSW, the American Investors, the former shareholders of INTAC and certain other investors.

In connection with the Merger, the Registrant entered into an Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), dated as of January 29, 2007, with HSW and Wei Zhou (“Zhou”).  Following is a summary of the material terms of the Stockholders Agreement.

Transfer Restrictions

HSW may not make or solicit any sale of, or create, incur or assume any encumbrance with respect to, the Registrant’s common stock issued to it in connection with the transactions contemplated by the Merger Agreement (referred to in this Statement as the “HSW Asset Contribution Stock”) during the period ending (i) 12 months after the closing of the Merger (as defined below) with respect to one-third of the shares of HSW Asset Contribution Stock, (ii) 18 months after the closing of the Merger with respect to the next one-third of the shares of HSW Asset Contribution Stock and (iii) 24 months after the closing of the Merger with respect to the remaining one-third of the shares of HSW Asset Contribution Stock, except that during the 24 months after the closing of the merger HSW may make or solicit a sale to a permitted transferee. No sale of HSW Asset Contribution Stock to a permitted transferee will be effective if it was a purpose of such transfer to circumvent the restrictions above. Zhou may not make or solicit any sale or create, incur or assume any encumbrance with respect to at least 4 million shares of the Registrant’s common stock issued to him pursuant to the Merger for a period of 12 months after the closing of the Merger.

Corporate Governance

Following the Merger, the number of directors serving on the Registrant’s board of directors shall be seven. In connection with the closing of the Merger, HSW,  Zhou and the Registrant took all actions necessary to cause the persons designated by each of HSW and Zhou to be duly appointed to the Registrant’s board of directors, each to serve until his successor is duly elected and qualified or until his death, resignation or removal, and to cause the governance committee, the compensation committee and the audit committee of the board to be established.  Under the Stockholders Agreement, HSW has the right to designate five directors (three of whom shall be independent directors), and Zhou has the right to designate two directors (one of whom shall be an independent director). Each of HSW and Zhou will have the right to request the removal, with or without cause, of any directors designated by HSW or Zhou, as applicable, and HSW, Zhou and the Registrant, through the Registrant’s board of directors, will cause any such person to be removed from the Registrant’s board of directors.

Following the nomination of the designees to the Registrant’s board of directors, at each election of directors at which the term of any designated director will expire, the Registrant’s board of directors will (i) recommend for election to the Registrant’s board of directors a

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nominee designated by the person that initially designated the director whose term will expire and (ii) use best efforts to solicit proxies in favor of such nominee consistent with the efforts used to solicit proxies for any other nominees.

Each of the governance committee, the compensation committee and the audit committee are comprised of three members. One independent director designated by each of HSW and Zhou will serve on each committee. All members of the compensation committee and the audit committee are independent directors.

Each of HSW and Zhou agrees that at every meeting of the Registrant’s stockholders at which directors are to be elected or at any meeting at which the removal of a director is subject to the vote of Registrant’s stockholders, each of HSW and Zhou and their permitted transferees will cause all of their shares of the Registrant’s common stock to be represented either by proxy or in person and to be voted in favor of (i) the election of the designees of HSW and Zhou and (ii) the removal of any designee if requested by the person designating such designee. If directors are to be elected or removed by written consent of the Registrant’s stockholders, each of HSW and Zhou agrees that it and its permitted transferees will execute written consents in favor of (x) the election of the designees of HSW and Zhou and (y) the removal of any designee if requested by the person designating such designee.

In order to effectuate these corporate governance provisions, each of HSW and Zhou will grant to the Secretary of the Registrant an irrevocable proxy to be used solely in the event of a breach of or non-compliance with the voting agreements described immediately above, solely for the purpose of voting all of the shares of the Registrant’s common stock owned by such person in favor of (i) the election of all designees of HSW and Zhou and (ii) the removal of any designee if requested by the person designating such designee.

Other than with respect to the election of directors, each stockholder and its permitted transferees may vote all of their respective shares of common stock of the Registrant in their absolute discretion.

Termination

The Stockholders Agreement may be terminated by written agreement of all parties with rights under the Stockholders Agreement, or upon the expiration of (i) all rights created pursuant to the Stockholders Agreement and (ii) all applicable statutes of limitations applicable to the enforcement of claims under the Stockholders Agreement, except that (a) the Registrant’s right to participate in other markets transactions and HSW’s rights to any additional content will terminate three years after the date of the Stockholders Agreement. The rights of HSW or Zhou, as applicable, pursuant to the provisions regarding transfer restrictions and corporate governance will terminate on the date HSW or Zhou, as applicable, beneficially owns less than 10% of the Registrant’s common stock on a fully diluted basis. The transfer restrictions will terminate upon a change of control of the Registrant or a sale of all or substantially all of Registrant’s assets.

The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the full text of the Stockholders Agreement.  A copy of the Stockholders Agreement

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was included as Annex H to the Form S-4/A filed by the Registrant on July 10, 2007 and incorporated herein by reference.

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure and Election of Officers

On October 2, 2007, in connection with the Merger, Jeffrey T. Arnold resigned from his position as the Registrant’s Chief Executive Officer.  Mr. Arnold remains as Chairman and a director of the Registrant.  Prior to the consummation of the Merger, Robert Bicksler resigned from his position as the Registrant’s Chief Financial Officer.

On October 2, 2007, in connection with the Merger, J. David Darnell was appointed to serve as the Registrant’s Chief Financial Officer, and Greg Swayne was appointed to serve as the Registrant’s Chief  Operating Officer.  Prior to the Merger, Hank Adorno was appointed to serve as the Registrant’s Vice Chairman.

Mr. Adorno, 59, is also the founder and President of Adorno & Yoss, the largest certified minority-owned law firm in the country, with over 270 practicing attorneys. Adorno began his career working with the Dade County Attorney’s Office in the Major Crimes Division. He later served as the Chief Assistant to State Attorney Janet Reno. Beyond his professional responsibilities, Adorno is the Chair of Our Kids, a non-profit organization which utilizes community outreach to manage child welfare and protection for abused, abandoned, and neglected children. Adorno holds a Bachelor of Arts Degree and a Juris Doctor, both from the University of Florida. Adorno is a member of the American Bar Association, The Florida Bar Association, and the Miami Business Forum.

Prior to his appointment as the Registrant’s Chief Operating Officer, Mr. Swayne, 49,  was previously the President and Chief Operating Officer of HowStuffWorks, Inc., following its purchase by The Convex Group in 2002. Mr. Swayne joined The Convex Group in 2001, and was part of the management team of N2 Broadband, one of Convex’s first investments.  Prior to Convex, Mr. Swayne was the co-founder and President of publicly-listed A.D.A.M., Inc. and its predecessor Medical Legal Illustrations, Inc. A.D.A.M. provides health information services and benefit management solutions to healthcare organizations, employers, benefit brokers, consumers and the educational market through its online offerings of health information, decision-support applications, benefits management solutions and enrollment services.  Mr. Swayne holds a Bachelor of Arts Degree from the University of South Carolina and a Master of Science in Medical Illustration from the Medical College of Georgia.

Prior to his appointment as the Registrant’s Chief Financial Officer, Mr. Darnell, 61, served as INTAC’s senior vice president and chief financial office since June 2002. From November 2000 to May 2002, Mr. Darnell served as Senior Vice President and Chief Financial Officer of Nucentrix Broadband Networks, Inc., a publicly-held provider of broadband wireless Internet and multichannel video services. Mr. Darnell became one of INTAC’s directors on October 15, 2001. From 1997 to October 2000, he served as Senior Vice President and Chief Financial Officer of ILD Telecommunications, Inc., a nationwide facilities based provider of

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prepaid phone services and telecommunications outsourcing services. From 1993 to 1997, Mr. Darnell was Senior Vice President, Finance and Chief Financial Officer for SA Telecommunications, Inc., a publicly held, full service interexchange carrier that provided a wide range of telecommunications services. From 1990 to 1993, Mr. Darnell served as Chief Financial Officer of Messagephone, Inc., a telecommunications technology and intellectual property firm. Mr. Darnell is a certified public accountant.

On June 11, 2002, INTAC entered into an employment agreement with J. David Darnell to serve as INTAC’s Senior Vice President and Chief Financial Officer. The initial term of the agreement was effective through June 11, 2005. The agreement automatically renews for successive one-year periods unless INTAC permits the agreement to expire upon the giving of written notice to Mr. Darnell at least 365 days prior to the expiration of the original term or any successive term. INTAC has not provided any such notice to date and, therefore, Mr. Darnell’s employment agreement currently is effective through June 11, 2008. Under the agreement, Mr. Darnell receives a base salary of $175,000 per year and a guaranteed annual cash bonus of $25,000. The agreement with Mr. Darnell may be terminated by INTAC at any time for cause as such term is defined in the employment agreement. However, if Mr. Darnell’s employment is terminated by INTAC without cause (as such term is defined in the employment agreement), INTAC is obligated to pay Mr. Darnell compensation earned through the date of termination plus a severance payment equal to 12 months base salary from the date of termination payable as if he had remained an employee of INTAC plus the amount of the guaranteed annual cash bonus that would have accrued had he remained with INTAC through the first anniversary of the date of termination. If Mr. Darnell’s employment is terminated for cause, by mutual agreement, or upon death or disability, he will be paid his annual base salary and a lump sum payment for all earned and unused benefits, in each case through the date of termination, plus his annual guaranteed cash bonus earned as of the date of termination (prorated for any year less than a full calendar year), and any vested pension or retirement plan.

Election of Directors

On October 2, 2007, in connection with the Merger and pursuant to the Merger Agreement and the Stockholders Agreement, the following individuals were appointed to serve on the Registrant’s board of directors: Wei Zhou; Hank Adorno; Theodore P. Botts; Boland Jones; Thomas Tull; and Shing Tao.

Messrs. Botts, Jones and Tull have also been appointed to serve on the audit committee of the Registrant’s board of directors, with Mr. Botts serving as the chairman of such committee.

Messrs. Tull, Botts and Tao have also been appointed to serve on the compensation committee of the Registrant’s board of directors, with Mr. Tao serving as the chairman of such committee.

Messrs. Zhou, Jones and Botts have also been appointed to serve on the governance committee of the Registrant’s board of directors, with Mr. Jones serving as the chairman of such committee.

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Messrs. Tull, Zhou and Tao have also been appointed to serve on the nominating committee of the Registrant’s board of directors, with Mr. Tull serving as the chairman of such committee.

The information reported above under Item 5.01 with respect to designation of directors pursuant to the Stockholders Agreement is incorporated into this Item 5.02 by reference.

Item 8.01               Financial Statements and Exhibits

On October 2, 2007, the Registrant issued a press release announcing the consummation of the Merger.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits.

Exhibit No.	Description
10.1	Contribution Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.2	Contribution Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.3	Services Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.4	Update Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.5	Registration Rights Agreement, dated as of October 2, 2007, among HSW International, Inc., Ashford Capital Partners, L.P., Harvest 2004, LLC, Chilton Investment Partners, L.P., Chilton QP Investment Partners, L.P., Chilton International, L.P., Chilton New Era Partners, L.P., Chilton Small Cap International, L.P., Zeke, LP, Smallcap World Fund, Inc., and American Funds Insurance Series - Global Small Capitalization Fund
10.6	Registration Rights Agreement, dated as of October 2, 2007, among HSW International, Inc., HowStuffWorks, Inc. and Wei Zhou

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10.7	Registration Rights Agreement, dated as of October 2, 2007, among HSW International, Inc., Kevin Jones, Theodore P. Botts, J. David Darnell, Dr. Heinz-Gerd Stein and Larrie A Weil
10.8	Warrant Agreement, dated as of October 2, 2007, among HSW International, Inc. and HowStuffWorks, Inc.
99.1	Press Release of HSW International, Inc. dated as of October 2, 2007

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 9, 2007	HSW INTERNATIONAL, INC.
	By:	/s/ Hank Adorno
		Name: Hank Adorno
		Title: Vice Chairman

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Contribution Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.2	Contribution Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.3	Services Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.4	Update Agreement, dated as of October 2, 2007, between HowStuffWorks, Inc. and HSW International, Inc.
10.5	Registration Rights Agreement, dated as of October 2, 2007, among HSW International, Inc., Ashford Capital Partners, L.P., Harvest 2004, LLC, Chilton Investment Partners, L.P., Chilton QP Investment Partners, L.P., Chilton International, L.P., Chilton New Era Partners, L.P., Chilton Small Cap International, L.P., Zeke, LP, Smallcap World Fund, Inc., and American Funds Insurance Series - Global Small Capitalization Fund
10.6	Registration Rights Agreement, dated as of October 2, 2007, among HSW International, Inc., HowStuffWorks, Inc. and Wei Zhou
10.7	Registration Rights Agreement, dated as of October 2, 2007, among HSW International, Inc., Kevin Jones, Theodore P. Botts, J. David Darnell, Dr. Heinz-Gerd Stein and Larrie A Weil
10.8	Warrant Agreement, dated as of October 2, 2007, among HSW International, Inc. and HowStuffWorks, Inc.
99.1	Press Release of HSW International, Inc. dated as of October 2, 2007

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EX-10.1

Exhibit 10.1

Execution Copy

CONTRIBUTION AGREEMENT
(Brazil)

THIS  CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of October 2, 2007 (the “Effective Date”) by and between HowStuffWorks, Inc., with its principal office located at 3350 Peachtree Road, Suite 1500, Atlanta, Georgia 30326 (“Contributor”), and HSW International, Inc., with its principal office located at 3350 Peachtree Road, Suite 1150, Atlanta, Georgia 30326  (“Company”) (Contributor and Company are collectively referred to herein as the “Parties” and individually a “Party”).

WHEREAS, Contributor is engaged in the publication and distribution of certain reference information in digital form via the website www.howstuffworks.com (the “Site”); and

WHEREAS, Company is a newly formed corporation to which Contributor is licensing and/or otherwise contributing certain intangible and intellectual properties (collectively, the “Properties”) pursuant to this Agreement and substantially similar agreements with respect to different territories and a certain Merger Agreement (the “Merger Agreement”) dated as of April 20, 2006, as amended on January 29, 2007 and further amended on August 23, 2007, by and among Contributor, Company, HSW International Merger Corporation and INTAC International, Inc., in a series of transactions that collectively are intended to qualify for non-recognition treatment under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1.DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below.

“Agreement” shall have the meaning set forth above in the preamble.

“Code” shall have the meaning set forth above in the recitals.

“Company” shall have the meaning set forth above in the preamble.

“Content” means collectively the Licensed Content and the Sublicensed Content, but, for the avoidance of doubt, excluding the Portuguese translations of the Licensed Content and Sublicensed Content.

“Contributed Content” means the right to render Portuguese translations of, the right to publish and otherwise use any and all actual renderings in the Portuguese language and all such actual renderings, of any and all of the Licensed Content and Sublicensed Content (and further providing that Contributed Content shall include, with respect to limited excerpts thereof that are either not translatable into Portuguese or for which the common, universal understanding of the term is in English, the right to render and include as part of the Portuguese language rights such limited excerpts of the Licensed Content and Sublicensed Content in the English language) solely in digital and/or electronic medium.

“Contributor” shall have the meaning set forth above in the recitals.

“Effective Date” shall have the meaning set forth above in the preamble.

“Intellectual Property Rights” means (i) any works of authorship or expression, whether or not copyrightable, including moral rights (as defined below) and copyrights recognized by domestic or foreign law, together with any renewal or extension thereof and all rights deriving there from; (ii) any logos, trademarks, service marks, trade names and trade dress, and all goodwill relating thereto; (iii) any idea, design, concept, technique, methodology, process, invention or discovery, whether patentable or not, all United States and foreign patents, patent applications, utility models, certificates of invention and all continuations, continuations-in-part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; and (iv) any trade secrets, know-how, technology licenses, confidential information, shop rights and other intellectual property rights owned or claimed and embodied therein, or associated therewith, or similar rights protectable under any laws or international conventions throughout the world, and in each case including any improvements, enhancements or modifications to or derivatives from any of the foregoing, and the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement thereof.

“Licensed Content” means the text, images, designs, graphics, artwork and any and all other forms of content, that are owned by Contributor and that are posted on the Site on or before the Effective Date, excluding Contributor’s trademarks and design marks.

“Merger Agreement” shall have the meaning set forth above in the recitals.

“Party” and “Parties” shall have the meaning set forth above in the preamble.

“Properties” shall have the meaning set forth above in the recitals.

“Proprietary Notices” shall have the meaning set forth in Section 3.5.

“Site” shall have the meaning set forth above in the recitals.

“Sublicensed Content” means the text, images, designs, graphics, artwork and any and all other forms of content, that are or have been licensed to Contributor by third parties pursuant to Third Party Licenses and that are or have been posted on the Site on or before the Effective Date, as specified on Schedule A hereto.

“Territory” means Brazil and any and all current and future ULR addresses and domain names for Brazil, including .BR.

“Third Party Content” shall have the meaning set forth in Section 2.4.

“Third Party Licenses” means, collectively, the licenses from third parties granting Contributor the right to use the Sublicensed Content, as set forth on Schedule A hereto. A “Third Party License” means an individual reference to each of the Third Party Licenses.

“Third Party Licensors” means the licensors under the Third Party Licenses.

2.LICENSE GRANT

2.1Contributed Content.   Contributor hereby contributes the Contributed Content to Company by granting to Company a perpetual, fully paid up, royalty-free, sublicensable, exclusive (even as to Contributor) license in the Territory to the Contributed Content. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to display, publish, transmit, copy, publicly

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perform, distribute and modify/create derivative works of the Contributed Content in the digital and/or electronic medium in the Territory.

2.2Content.   Subject to the terms and conditions of this Agreement, Contributor hereby grants to Company a limited, perpetual, fully paid up, royalty-free, non-sublicensable, non-transferable (except as set forth in Section 10.1), exclusive (even as to Contributor) license in the Territory to:  (i) use the Content solely for purposes of translating it into the Portuguese language for the purposes thereby of creating Contributed Content; and (ii) use limited excerpts of the Licensed Content translated into the Portuguese language in print format with limited distribution to businesses solely for purposes of marketing, business development, financings and other similar legitimate business purposes, provided that any such limited print excerpts are not distributed publicly. With respect to the foregoing grant in (ii), Company shall provide copies of relevant portions of such printed materials to Contributor, for Contributor’s prior written approval which shall not be unreasonably withheld and provided further that in the event that Contributor does not notify Company of its disapproval within ten (10) business days after receipt thereof from Company, then Contributor shall be deemed to have approved such materials. Company’s inadvertent failure to submit any such materials to Contributor for approval hereunder shall not be deemed to be a material breach under this Agreement.

2.3Limitation with Respect to Contribution of Sublicensed Content.   The license granted in Section 2.1 above with respect to the Portuguese language digital publishing rights in the Territory to Sublicensed Content, is limited by and subject to the terms, conditions and restrictions set forth in the applicable Third Party Licenses, and Company agrees to comply with all applicable terms, conditions and restrictions set forth or imposed on it under or pursuant to its sublicense of rights under each such Third Party License, which are provided to Company in writing. The expressed intent of this Section 2.3 is to clarify that the Contributor is transferring and contributing to Company all Portuguese language digital publishing rights with respect to the Territory held by Contributor on the Effective Date, but that, which respect to the Sublicensed Content, Contributor can and is transferring and contributing to Company all rights, but only those rights, which belong to and are held by Contributor pursuant to the Third Party Licenses.

2.4Third Party Content.   The Content may contain text, images, designs, graphics, artwork, links and other content owned by and/or proprietary to third parties, including, without limitation, Sublicensed Content under the Third Party Licenses (“Third Party Content”). With respect to all Third Party Content, the representations and warranties made by Contributor under Section 6.1 below and Contributor’s indemnification obligations as set forth in Section 7.1, shall be limited in accordance with the rights that Contributor has from the Third Party Content providers. Company agrees to be bound by the terms and restrictions applicable to and/or governing any Third Party Content, as communicated in writing by Contributor to Company.

2.5Use of Subcontractors.   Company may use subcontractors to exercise any of the rights granted to it in Section 2.2, provided that (i) each subcontractor agrees in writing to protect Contributor’s and Third Party Licensors’ proprietary rights in the Content in a manner and to an extent consistent with Section 2.3 and Article 3 of this Agreement; and (ii) Company remains solely liable to Contributor for the acts and omissions of any subcontractor.

2.6Update Agreement. With respect to future changes made by Contributor to the Content on the Site or new content added by Contributor to the Site after the Effective Date hereof, Contributor contributes to and grants to Company the right to enter into an Update Agreement in substantially the form attached as Exhibit G to the Merger Agreement, which Update Agreement shall be executed contemporaneously herewith.

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3.PROPRIETARY RIGHTS

3.1Licensed Content Ownership.   Contributor shall be the sole and exclusive owner throughout the world of, and retain all right, title and interest in and to, the Licensed Content and all Intellectual Property Rights therein and thereto, provided, however, that Company shall hold in perpetuity the rights granted to it under Section 2.1, including the right to transfer and assign such rights as provided in Section 10.1.

3.2Sublicensed Content Ownership.   Third Party Licensors shall be the sole and exclusive owners throughout the world of, and retain all right, title and interest in and to, the Sublicensed Content and all Intellectual Property Rights therein and thereto, provided, however, that subject to Company’s performance of its obligations as a sublicensee under the Third Party Licenses, Company shall hold the rights to which it is entitled pursuant to Section 2.3.

3.3Contributed Content Ownership.   Company shall be the sole and exclusive owner throughout the world of, and retain all right, title and interest in and to, the Contributed Content and all Intellectual Property Rights therein and thereto, subject to Contributor’s (and its Third Party Licensors’) rights in the underlying Licensed Content and Sublicensed Content.

3.4Reserved Rights in the Content.   All rights in and to the Content not expressly granted herein to Company are reserved by Contributor and the Third Party Licensors. Company shall neither acquire nor claim any right, title or interest in or to the Content, except its rights in the Contributed Content as defined in this Agreement. Company shall not, directly or indirectly, challenge Contributor’s retained rights hereunder or take any other action which Company reasonably knows will impair or diminish Contributor’s rights in the Content.

3.5Proprietary Notices.   The Contributed Content shall bear appropriate copyright and/or credit notices as designated by Contributor and set forth on Schedule B, which may be amended from time to time in writing by Contributor (the “Proprietary Notices”) or as designated in writing by Third Party Content providers. The Proprietary Notices shall not be removed or obscured, and shall be reproduced on all copies of the Contributed Content.

3.6Removal of Content.   Company acknowledges and agrees that Contributor may, with respect to any Content, or a portion thereof, request Company to remove or cease using and/or distributing the translated version thereof in the event that Contributor reasonably believes that such Content may be in violation of law or the proprietary or contractual rights of a third party, and Company will cooperate with Contributor in that regard.

4.PARTIES’ OBLIGATIONS

4.1Obligations of Contributor.   Contributor will make the Content available to Company in the English language in a digital format promptly upon the Effective Date. Contributor shall not, directly or indirectly, amend or otherwise modify any existing agreements relating to Content or enter into any new agreements relating to Content, to the extent that such amendment, modification or new agreement would adversely affect Company’s rights hereunder. Contributor shall, at Company’s reasonable request and cost, use commercially reasonable efforts to assist Company in any claims or actions brought by Company against third parties pursuant to Section 4.2.

4.2Obligations of Company.   Company shall be responsible for (i) translating the Content into the Portuguese language, and (ii) ensuring that all uses of the Contributed Content are at all times in compliance with all applicable laws, rules, regulations and ordinances. Company shall be solely

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responsible for, at its sole discretion, instituting and pursuing any and all claims and actions against third parties in respect of infringement of the Contributed Content by such third party or unfair competition by such third party with respect to the Contributed Content, in each case within the Territory.

5.CONSIDERATION.   This Contribution of the Contributed Content to Company, and the related rights and privileges granted to Company pursuant to this Contribution Agreement are expressly intended to be performance by Contributor of its property contribution obligations pursuant to the Merger Agreement, and the transfer of property and the intangible and intellectual rights hereunder shall be construed at all times so as to conform with the requirements of the Merger Agreement and Code Section 351 .

6.WARRANTIES

6.1By Contributor.   Contributor represents and warrants to Company that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary rights to transfer the Contributed Content and grant the licenses set forth herein; and (iii) Company’s use of the Licensed Content and Sublicensed Content as authorized herein does not and will not infringe or misappropriate any third party Intellectual Property Rights.

6.2By Company.   Company represents and warrants to Contributor that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary to fulfill its obligations hereunder; (iii) it will not use the Content or any portion thereof in violation of any applicable law, rule, statute, regulation, or ordinance; (iv) it will not use or modify the Content or any portion thereof in any way that infringes or misappropriates any third party Intellectual Property Rights, provided, however that the foregoing warranty shall not (a) limit Contributor’s warranty under Section 6.1(iii), (b) apply with respect to modified Content  provided by Contributor to Company under the Services Agreement, and (c) apply with respect to modifications to the Content made by or at Contributor’s explicit written request, with the exception of any translations to such modified Content or any derivative works to such modified Content made by or on behalf of Company; and (v) it will ensure that the Contributed Content is at all times in compliance with all applicable laws, rules, statutes, regulations and ordinances.

6.3Disclaimer.   Except for the express warranties and representations set forth in this Agreement, neither Party makes any warranties, whether express, implied or otherwise. Each Party expressly disclaims all other warranties and representations, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy.

7.INDEMNITY

7.1By Contributor.   Contributor hereby agrees to defend, indemnify and hold harmless Company, its officers, directors, employees and agents against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’ and court costs) arising out of or resulting from (i) Contributor’s breach of any representation or warranty under this Agreement; or (ii) third party claims that Company’s use of the Licensed Content, Sublicensed Content, or any portion thereof, as authorized herein infringes or misappropriates any third party Intellectual Property Rights. For the avoidance of doubt, the Parties acknowledge and agree that any amounts paid by Company in indemnifying a sublicensee for any claims, demands or causes of actions arising out of or resulting from Contributor’s breach of any representation or warranty under this Agreement shall be deemed losses for which Company is entitled to indemnification hereunder. Company agrees to provide Contributor with prompt written notice of any third party claim subject to indemnification, allow Contributor to have sole control of the defense of such

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claim and any resulting disposition or settlement of such claim; provided, however, that Company may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Company in providing notice as required hereunder shall not relieve Contributor of its indemnification obligations except and only to the extent that Contributor was prejudiced by such delay.

7.2Contributor Rights.   If Contributor determines that the Content or any portion thereof, becomes, or is likely to become, the subject of an infringement claim or action, Contributor may at its sole option:  (i) procure, at no cost to Company the right to continue using such Content, or portion thereof, as applicable; (ii) replace or modify the Content, or portion thereof, as applicable to render it non-infringing; or (iii) if, in Contributor’s reasonable opinion, neither (i) nor (ii) above are commercially feasible, Contributor may remove such Content from the scope of this Agreement.

7.3Exceptions.   Contributor will have no liability under Section 7.1 for any claim or action where:  (i) such claim or action would have been avoided but for modifications (other than the Portuguese translation) of the Content, or any portion thereof, made by Company or a third party on Company’s behalf; (ii) such claim or action would have been avoided but for Company’s or a third party on Company’s behalf combining or using the Content, or any portion thereof, with other content or materials; (iii) such claim or action would have been avoided but for Company’s failure to implement the infringement remedy of removal as requested, if at all, by Contributor under Section 3.6 or Section 7.2; or (iv) Company’s use of the Content, or any portion thereof, is not in compliance with the terms of this Agreement and such claim would have been avoided but for such non-compliance.

7.4By Company.   Company hereby agrees to defend, indemnify and hold harmless Contributor, its licensors, and its and their officers, directors, employees and agents against any and all claims, demands, causes of action, damages, judgments, penalties, losses, liabilities, costs and expenses  (including reasonable attorneys’ fees and court costs) arising out of or resulting from (i) Company’s breach of any representation or warranty under this Agreement; (ii) Company’s use of the Content in a manner in breach of the terms and conditions of this Agreement; or (iii) third party claims that the Contributed Content, or any portion thereof, infringes or misappropriates any third party Intellectual Property Rights. Contributor agrees to provide Company with prompt written notice of any third party claim subject to indemnification, allow Company to have sole control of the defense of such claim and any resulting disposition or settlement of such claim; provided, however, that Contributor may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Contributor in providing notice as required hereunder shall not relieve Company of its indemnification obligations except and only to the extent that Company was prejudiced by such delay.

8.LIMITATION OF LIABILITY

Except for (i) the Parties’ respective indemnification obligations set forth in this Agreement; and (ii) damages arising out of either Party’s gross negligence or willful misconduct, neither Party shall be liable to the other under any legal theory or cause of action for any special, incidental, consequential or other indirect damages, including, without limitation, damages for lost profits, even if the Party has been advised of the possibility of such damages.

9.TERMINATION

9.1Termination by Contributor.   Contributor may terminate the licenses granted in Section 2.2 and all rights granted to Company thereunder upon written notice to Company if: (i) Company files a petition for bankruptcy or is adjudicated bankrupt; (ii) a petition in bankruptcy is filed against Company and such petition is not dismissed within ninety (90) calendar days; (iii) Company becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its

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creditors pursuant to any bankruptcy law; (iv) Company discontinues the business that is covered by this Agreement; (v) a receiver is appointed for Company or its business; or (vi) Company is in material breach of any of the terms or conditions set forth herein, which breach remains uncured thirty (30) days after written notice thereof from Contributor; provided, however, that (i) such material breach was not caused by any action or inaction of Contributor, and (ii) Contributor did not prevent or limit Company’s attempts to cure such breach. Notwithstanding the foregoing, unless such extension period would create a risk of a breach by Contributor under any Third Party License, if Company is using commercially reasonable efforts to cure a material breach but is unable to do so within thirty (30) days, then the cure period will be extended for an additional sixty (60) days so long as Company continues to use commercially reasonable efforts to cure the breach.

9.2Effect of Termination. Upon any termination of the licenses granted in Section 2.2, (i) all rights granted to Company thereunder shall automatically and immediately terminate, (ii) Company shall cease all use of the Licensed Content and Sublicensed Content; and (iii) Company shall return or destroy all copies of the Licensed Content and Sublicensed Content in its possession or control, regardless of the form or media. Subject to Section 2.3, any termination of the licenses set forth in Section 2.2 shall not affect Company’s rights under Section 2.1 in respect of the Contributed Content.

10.MISCELLANEOUS

10.1Assignment.   Company shall have the right to assign its license rights under Section 2.1 with respect to the Contributed Content (except as limited and restricted by Section 2.3). Except as otherwise expressly set forth herein, Company shall not assign the licenses granted in Section 2.2, including any of its rights or obligations in connection therewith, in whole or in part, by operation or law or otherwise, without the prior written consent of Contributor. Company agrees that any sublicenses or assignments of its rights hereunder granted by Company will be subject to the terms and conditions set forth herein.

10.2Injunctive Relief.   Company acknowledges that Company’s material breach of Articles 2, 3 or 6 would result in irreparable injury to Contributor, and therefore in the event of an actual or threatened breach, Contributor shall be entitled, in addition to all other available remedies, to seek an injunction or other equitable relief.

10.3Taxes.   Company is liable for any and all sales, use, excise, value added, customs fees, or other similar taxes Contributor must pay relating to the Content and the Contributed Content, provided, however that Contributor shall give Company written and prior notice of any such taxes. If Company is exempt from the payment of any such taxes, Company must provide Contributor with a valid tax exemption certificate; otherwise, absent proof of Company’s direct payment of such taxes to the applicable taxing authority, Contributor will invoice Company for and Company will pay to Contributor all such taxes. Notwithstanding anything to the contrary in this section, Contributor shall be solely responsible for all taxes based on its income.

10.4Notices.   All notices, consents and other communications hereunder must be in writing and delivered to the other Party at the address set below by personal delivery, certified mail (postage pre-paid), overnight delivery service or by facsimile with verified receipt of transmission, and shall be effective upon receipt (or when delivery is refused). Each Party may change its address for receipt of notice by giving notice of the new address to the other Party.

If to Contributor:HowStuffWorks, Inc.
One Capital City Plaza
3350 Peachtree Road, Suite 1500

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Atlanta, Georgia 30326
Phone:  404-760-4729
Fax:  404-760-3458
Attention:  Legal Department

If to Company:HSW International, Inc.3350 Peachtree Road, Suite 1150
Atlanta, Georgia 30326
Phone:
Fax:
Attention: Chief Executive Officer

10.5Waiver.   Neither Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

10.6Severability.   If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. The invalid provision shall be replaced by a valid one that achieves to the extent possible the original purpose and commercial goal of the invalid provision.

10.7Governing Law; Jurisdiction.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its choice of laws provisions. The Parties agree that the exclusive venue and jurisdiction for any actions or disputes arising from this Agreement shall be a federal or state court in New York.

10.8Survival.   Any terms and conditions that by their nature should survive termination of this Agreement shall be deemed to survive. Such terms and conditions include, but are not limited to, Sections 2.1 and 9.2 and Articles 3, 6, 7, 8 and 10.

10.9Relationship of the Parties.   Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Nothing in this Agreement shall give either Party the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

10.10Headings.   Headings are used for purposes of reference only and shall not affect the interpretation of this Agreement.

10.11Construction.   This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

10.12Counterparts. This Agreement may be executed in counterparts all of which taken together shall constitute one single agreement between the Parties.

10.13Bankruptcy Law.   The Parties intend that the licenses of Intellectual Property herein are licenses to “intellectual property” as defined in the Section 101 of the U.S. Bankruptcy Code, 11 U.S.C. § 101(35A)

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and is subject in all respects to each party’s rights under Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 365(n).

10.14Entire Agreement.   This Agreement and the Schedules attached hereto constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior communications, whether written or oral. The Schedules are incorporated into this Agreement by this reference and are hereby made part of this Agreement. This Agreement may be amended only in a written document signed by both Parties.

[Signatures on following page]

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[Signature page to Contribution Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Contributor:				Company:
HowStuffWorks, Inc.				HSW International, Inc.
By:	/s/ Jeffrey Arnold			By:	/s/ Bradley Zimmer
Name:			Jeffrey Arnold	Name:			Bradley Zimmer
Title:		Chief Executive Officer		Title:		Secretary

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EX-10.2

Exhibit 10.2

Execution Copy

CONTRIBUTION AGREEMENT
(PRC Territories)

THIS  CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of October 2, 2007 (the “Effective Date”) by and between HowStuffWorks, Inc., with its principal office located at 3350 Peachtree Road, Suite 1500, Atlanta, Georgia 30326 (“Contributor”), and HSW International, Inc., with its principal office located at 3350 Peachtree Road, Suite 1150, Atlanta, Georgia 30326 (“Company”) (Contributor and Company are collectively referred to herein as the “Parties” and individually a “Party”).

WHEREAS, Contributor is engaged in the publication and distribution of certain reference information in digital form via the website www.howstuffworks.com (the “Site”); and

WHEREAS, Company is a newly formed corporation to which Contributor is licensing and/or otherwise contributing certain intangible and intellectual properties (collectively, the “Properties”) pursuant to this Agreement and substantially similar agreements with respect to different territories and a certain Merger Agreement (the “Merger Agreement”) dated as of April 20, 2006, as amended on January 29, 2007 and further amended on August 23, 2007, by and among Contributor, Company, HSW International Merger Corporation and INTAC International, Inc., in a series of transactions that collectively are intended to qualify for non-recognition treatment under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1.DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below.

“Agreement” shall have the meaning set forth above in the preamble.

“Code” shall have the meaning set forth above in the recitals.

“Company” shall have the meaning set forth above in the preamble.

“Content” means collectively the Licensed Content and the Sublicensed Content, but, for the avoidance of doubt, excluding the Chinese translations of the Licensed Content and Sublicensed Content.

“Contributed Content” means the right to render Chinese translations of, the right to publish and otherwise use any and all actual renderings in the Chinese language (including both Simplified and Traditional) and all such actual renderings, of any and all of the Licensed Content and Sublicensed Content (and further providing that Contributed Content shall include, with respect to limited excerpts thereof that are either not translatable into Chinese or for which the common, universal understanding of the term is in English, the right to render and include as part of the Chinese language rights such limited excerpts of the Licensed Content and Sublicensed Content in the English language) solely in digital and/or electronic medium.

“Contributor” shall have the meaning set forth above in the recitals.

“Effective Date” shall have the meaning set forth above in the preamble.

“Intellectual Property Rights” means (i) any works of authorship or expression, whether or not copyrightable, including moral rights (as defined below) and copyrights recognized by domestic or foreign law, together with any renewal or extension thereof and all rights deriving there from; (ii) any logos, trademarks, service marks, trade names and trade dress, and all goodwill relating thereto; (iii) any idea, design, concept, technique, methodology, process, invention or discovery, whether patentable or not, all United States and foreign patents, patent applications, utility models, certificates of invention and all continuations, continuations-in-part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; and (iv) any trade secrets, know-how, technology licenses, confidential information, shop rights and other intellectual property rights owned or claimed and embodied therein, or associated therewith, or similar rights protectable under any laws or international conventions throughout the world, and in each case including any improvements, enhancements or modifications to or derivatives from any of the foregoing, and the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement thereof.

“Licensed Content” means the text, images, designs, graphics, artwork and any and all other forms of content, that are owned by Contributor and that are posted on the Site on or before the Effective Date, excluding Contributor’s trademarks and design marks.

“Merger Agreement” shall have the meaning set forth above in the recitals.

“Party” and “Parties” shall have the meaning set forth above in the preamble.

“Properties” shall have the meaning set forth above in the recitals.

“Proprietary Notices” shall have the meaning set forth in Section 3.5.

“Site” shall have the meaning set forth above in the recitals.

“Sublicensed Content” means the text, images, designs, graphics, artwork and any and all other forms of content, that are or have been licensed to Contributor by third parties pursuant to Third Party Licenses and that are or have been posted on the Site on or before the Effective Date, as specified on Schedule A hereto.

“Territory” means the People’s Republic of China, the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, and any and all current and future ULR addresses and domain names for such geographic territories, including .CN, .TW, ..HK and .MO.

“Third Party Content” shall have the meaning set forth in Section 2.4.

“Third Party Licenses” means, collectively, the licenses from third parties granting Contributor the right to use the Sublicensed Content, as set forth on Schedule A hereto. A “Third Party License” means an individual reference to each of the Third Party Licenses.

“Third Party Licensors” means the licensors under the Third Party Licenses.

2.LICENSE GRANT

2.1Contributed Content.   Contributor hereby contributes the Contributed Content to Company by granting to Company a perpetual, fully paid up, royalty-free, sublicensable, exclusive (even as to Contributor) license in the Territory to the Contributed Content. For the avoidance of doubt, the

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foregoing license includes, but is not limited to, the right to display, publish, transmit, copy, publicly perform, distribute and modify/create derivative works of the Contributed Content in the digital and/or electronic medium in the Territory.

2.2Content.   Subject to the terms and conditions of this Agreement, Contributor hereby grants to Company a limited, perpetual, fully paid up, royalty-free, non-sublicensable, non-transferable (except as set forth in Section 10.1), exclusive (even as to Contributor) license in the Territory to:  (i) use the Content solely for purposes of translating it into the Chinese language for the purposes thereby of creating Contributed Content; and (ii) use limited excerpts of the Licensed Content translated into the Chinese language in print format with limited distribution to businesses solely for purposes of marketing, business development, financings and other similar legitimate business purposes, provided that any such limited print excerpts are not distributed publicly. With respect to the foregoing grant in (ii), Company shall provide copies of relevant portions of such printed materials to Contributor, for Contributor’s prior written approval which shall not be unreasonably withheld and provided further that in the event that Contributor does not notify Company of its disapproval within ten (10) business days after receipt thereof from Company, then Contributor shall be deemed to have approved such materials. Company’s inadvertent failure to submit any such materials to Contributor for approval hereunder shall not be deemed to be a material breach under this Agreement.

2.3Limitation with Respect to Contribution of Sublicensed Content.   The license granted in Section 2.1 above with respect to the Chinese language digital publishing rights in the Territory to Sublicensed Content, is limited by and subject to the terms, conditions and restrictions set forth in the applicable Third Party Licenses, and Company agrees to comply with all applicable terms, conditions and restrictions set forth or imposed on it under or pursuant to its sublicense of rights under each such Third Party License, which are provided to Company in writing. The expressed intent of this Section 2.3 is to clarify that the Contributor is transferring and contributing to Company all Chinese language digital publishing rights with respect to the Territory held by Contributor on the Effective Date, but that, which respect to the Sublicensed Content, Contributor can and is transferring and contributing to Company all rights, but only those rights, which belong to and are held by Contributor pursuant to the Third Party Licenses.

2.4Third Party Content.   The Content may contain text, images, designs, graphics, artwork, links and other content owned by and/or proprietary to third parties, including, without limitation, Sublicensed Content under the Third Party Licenses (“Third Party Content”). With respect to all Third Party Content, the representations and warranties made by Contributor under Section 6.1 below and Contributor’s indemnification obligations as set forth in Section 7.1, shall be limited in accordance with the rights that Contributor has from the Third Party Content providers. Company agrees to be bound by the terms and restrictions applicable to and/or governing any Third Party Content, as communicated in writing by Contributor to Company.

2.5Use of Subcontractors.   Company may use subcontractors to exercise any of the rights granted to it in Section 2.2, provided that (i) each subcontractor agrees in writing to protect Contributor’s and Third Party Licensors’ proprietary rights in the Content in a manner and to an extent consistent with Section 2.3 and Article 3 of this Agreement; and (ii) Company remains solely liable to Contributor for the acts and omissions of any subcontractor.

2.6Update Agreement. With respect to future changes made by Contributor to the Content on the Site or new content added by Contributor to the Site after the Effective Date hereof, Contributor contributes to and grants to Company the right to enter into an Update Agreement in substantially the form attached as Exhibit G to the Merger Agreement, which Update Agreement shall be executed contemporaneously herewith.

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3.PROPRIETARY RIGHTS

3.1Licensed Content Ownership.   Contributor shall be the sole and exclusive owner throughout the world of, and retain all right, title and interest in and to, the Licensed Content and all Intellectual Property Rights therein and thereto, provided, however, that Company shall hold in perpetuity the rights granted to it under Section 2.1, including the right to transfer and assign such rights as provided in Section 10.1.

3.2Sublicensed Content Ownership.   Third Party Licensors shall be the sole and exclusive owners throughout the world of, and retain all right, title and interest in and to, the Sublicensed Content and all Intellectual Property Rights therein and thereto, provided, however, that subject to Company’s performance of its obligations as a sublicensee under the Third Party Licenses, Company shall hold the rights to which it is entitled pursuant to Section 2.3.

3.3Contributed Content Ownership.   Company shall be the sole and exclusive owner throughout the world of, and retain all right, title and interest in and to, the Contributed Content and all Intellectual Property Rights therein and thereto, subject to Contributor’s (and its Third Party Licensors’) rights in the underlying Licensed Content and Sublicensed Content.

3.4Reserved Rights in the Content.   All rights in and to the Content not expressly granted herein to Company are reserved by Contributor and the Third Party Licensors. Company shall neither acquire nor claim any right, title or interest in or to the Content, except its rights in the Contributed Content as defined in this Agreement. Company shall not, directly or indirectly, challenge Contributor’s retained rights hereunder or take any other action which Company reasonably knows will impair or diminish Contributor’s rights in the Content.

3.5Proprietary Notices.   The Contributed Content shall bear appropriate copyright and/or credit notices as designated by Contributor and set forth on Schedule B, which may be amended from time to time in writing by Contributor (the “Proprietary Notices”) or as designated in writing by Third Party Content providers. The Proprietary Notices shall not be removed or obscured, and shall be reproduced on all copies of the Contributed Content.

3.6Removal of Content.   Company acknowledges and agrees that Contributor may, with respect to any Content, or a portion thereof, request Company to remove or cease using and/or distributing the translated version thereof in the event that Contributor reasonably believes that such Content may be in violation of law or the proprietary or contractual rights of a third party, and Company will cooperate with Contributor in that regard.

4.PARTIES’ OBLIGATIONS

4.1Obligations of Contributor.   Contributor will make the Content available to Company in the English language in a digital format promptly upon the Effective Date. Contributor shall not, directly or indirectly, amend or otherwise modify any existing agreements relating to Content or enter into any new agreements relating to Content, to the extent that such amendment, modification or new agreement would adversely affect Company’s rights hereunder. Contributor shall, at Company’s reasonable request and cost, use commercially reasonable efforts to assist Company in any claims or actions brought by Company against third parties pursuant to Section 4.2.

4.2Obligations of Company.   Company shall be responsible for (i) translating the Content into the Chinese language, and (ii) ensuring that all uses of the Contributed Content are at all times in compliance with all applicable laws, rules, regulations and ordinances. Company shall be solely

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responsible for, at its sole discretion, instituting and pursuing any and all claims and actions against third parties in respect of infringement of the Contributed Content by such third party or unfair competition by such third party with respect to the Contributed Content, in each case within the Territory.

5.CONSIDERATION.   This Contribution of the Contributed Content to Company, and the related rights and privileges granted to Company pursuant to this Contribution Agreement are expressly intended to be performance by Contributor of its property contribution obligations pursuant to the Merger Agreement, and the transfer of property and the intangible and intellectual rights hereunder shall be construed at all times so as to conform with the requirements of the Merger Agreement and Code Section 351 .

6.WARRANTIES

6.1By Contributor.   Contributor represents and warrants to Company that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary rights to transfer the Contributed Content and grant the licenses set forth herein; and (iii) Company’s use of the Licensed Content and Sublicensed Content as authorized herein does not and will not infringe or misappropriate any third party Intellectual Property Rights.

6.2By Company.   Company represents and warrants to Contributor that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary to fulfill its obligations hereunder; (iii) it will not use the Content or any portion thereof in violation of any applicable law, rule, statute, regulation, or ordinance; (iv) it will not use or modify the Content or any portion thereof in any way that infringes or misappropriates any third party Intellectual Property Rights, provided, however that the foregoing warranty shall not (a) limit Contributor’s warranty under Section 6.1(iii), (b) apply with respect to modified Content  provided by Contributor to Company under the Services Agreement, and (c) apply with respect to modifications to the Content made by or at Contributor’s explicit written request, with the exception of any translations to such modified Content or any derivative works to such modified Content made by or on behalf of Company; and (v) it will ensure that the Contributed Content is at all times in compliance with all applicable laws, rules, statutes, regulations and ordinances.

6.3Disclaimer.   Except for the express warranties and representations set forth in this Agreement, neither Party makes any warranties, whether express, implied or otherwise. Each Party expressly disclaims all other warranties and representations, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy.

7.INDEMNITY

7.1By Contributor.   Contributor hereby agrees to defend, indemnify and hold harmless Company, its officers, directors, employees and agents against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’ and court costs) arising out of or resulting from (i) Contributor’s breach of any representation or warranty under this Agreement; or (ii) third party claims that Company’s use of the Licensed Content, Sublicensed Content, or any portion thereof, as authorized herein infringes or misappropriates any third party Intellectual Property Rights. For the avoidance of doubt, the Parties acknowledge and agree that any amounts paid by Company in indemnifying a sublicensee for any claims, demands or causes of actions arising out of or resulting from Contributor’s breach of any representation or warranty under this Agreement shall be deemed losses for which Company is entitled to indemnification hereunder. Company agrees to provide Contributor with prompt written notice of any third party claim subject to indemnification, allow Contributor to have sole control of the defense of such

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claim and any resulting disposition or settlement of such claim; provided, however, that Company may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Company in providing notice as required hereunder shall not relieve Contributor of its indemnification obligations except and only to the extent that Contributor was prejudiced by such delay.

7.2Contributor Rights.   If Contributor determines that the Content or any portion thereof, becomes, or is likely to become, the subject of an infringement claim or action, Contributor may at its sole option:  (i) procure, at no cost to Company the right to continue using such Content, or portion thereof, as applicable; (ii) replace or modify the Content, or portion thereof, as applicable to render it non-infringing; or (iii) if, in Contributor’s reasonable opinion, neither (i) nor (ii) above are commercially feasible, Contributor may remove such Content from the scope of this Agreement.

7.3Exceptions.   Contributor will have no liability under Section 7.1 for any claim or action where:  (i) such claim or action would have been avoided but for modifications (other than Chinese translation) of the Content, or any portion thereof, made by Company or a third party on Company’s behalf; (ii) such claim or action would have been avoided but for Company’s or a third party on Company’s behalf combining or using the Content, or any portion thereof, with other content or materials; (iii) such claim or action would have been avoided but for Company’s failure to implement the infringement remedy of removal as requested, if at all, by Contributor under Section 3.6 or Section 7.2; or (iv) Company’s use of the Content, or any portion thereof, is not in compliance with the terms of this Agreement and such claim would have been avoided but for such non-compliance.

7.4By Company.   Company hereby agrees to defend, indemnify and hold harmless Contributor, its licensors, and its and their officers, directors, employees and agents against any and all claims, demands, causes of action, damages, judgments, penalties, losses, liabilities, costs and expenses  (including reasonable attorneys’ fees and court costs) arising out of or resulting from (i) Company’s breach of any representation or warranty under this Agreement; (ii) Company’s use of the Content in a manner in breach of the terms and conditions of this Agreement; or (iii) third party claims that the Contributed Content, or any portion thereof, infringes or misappropriates any third party Intellectual Property Rights. Contributor agrees to provide Company with prompt written notice of any third party claim subject to indemnification, allow Company to have sole control of the defense of such claim and any resulting disposition or settlement of such claim; provided, however, that Contributor may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Contributor in providing notice as required hereunder shall not relieve Company of its indemnification obligations except and only to the extent that Company was prejudiced by such delay.

8.LIMITATION OF LIABILITY

Except for (i) the Parties’ respective indemnification obligations set forth in this Agreement; and (ii) damages arising out of either Party’s gross negligence or willful misconduct, neither Party shall be liable to the other under any legal theory or cause of action for any special, incidental, consequential or other indirect damages, including, without limitation, damages for lost profits, even if the Party has been advised of the possibility of such damages.

9.TERMINATION

9.1Termination by Contributor.   Contributor may terminate the licenses granted in Section 2.2 and all rights granted to Company thereunder upon written notice to Company if: (i) Company files a petition for bankruptcy or is adjudicated bankrupt; (ii) a petition in bankruptcy is filed against Company and such petition is not dismissed within ninety (90) calendar days; (iii) Company becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its

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creditors pursuant to any bankruptcy law; (iv) Company discontinues the business that is covered by this Agreement; (v) a receiver is appointed for Company or its business; or (vi) Company is in material breach of any of the terms or conditions set forth herein, which breach remains uncured thirty (30) days after written notice thereof from Contributor; provided, however, that (i) such material breach was not caused by any action or inaction of Contributor, and (ii) Contributor did not prevent or limit Company’s attempts to cure such breach. Notwithstanding the foregoing, unless such extension period would create a risk of a breach by Contributor under any Third Party License, if Company is using commercially reasonable efforts to cure a material breach but is unable to do so within thirty (30) days, then the cure period will be extended for an additional sixty (60) days so long as Company continues to use commercially reasonable efforts to cure the breach.

9.2Effect of Termination.   Upon any termination of the licenses granted in Section 2.2, (i) all rights granted to Company thereunder shall automatically and immediately terminate, (ii) Company shall cease all use of the Licensed Content and Sublicensed Content; and (iii) Company shall return or destroy all copies of the Licensed Content and Sublicensed Content in its possession or control, regardless of the form or media. Subject to Section 2.3, any termination of the licenses set forth in Section 2.2 shall not affect Company’s rights under Section 2.1 in respect of the Contributed Content.

10.MISCELLANEOUS

10.1Assignment.   Company shall have the right to assign its license rights under Section 2.1 with respect to the Contributed Content (except as limited and restricted by Section 2.3). Except as otherwise expressly set forth herein, Company shall not assign the licenses granted in Section 2.2, including any of its rights or obligations in connection therewith, in whole or in part, by operation or law or otherwise, without the prior written consent of Contributor. Company agrees that any sublicenses or assignments of its rights hereunder granted by Company will be subject to the terms and conditions set forth herein.

10.2Injunctive Relief.   Company acknowledges that Company’s material breach of Articles 2, 3 or 6 would result in irreparable injury to Contributor, and therefore in the event of an actual or threatened breach, Contributor shall be entitled, in addition to all other available remedies, to seek an injunction or other equitable relief.

10.3Taxes.   Company is liable for any and all sales, use, excise, value added, customs fees, or other similar taxes Contributor must pay relating to the Content and the Contributed Content, provided, however that Contributor shall give Company written and prior notice of any such taxes. If Company is exempt from the payment of any such taxes, Company must provide Contributor with a valid tax exemption certificate; otherwise, absent proof of Company’s direct payment of such taxes to the applicable taxing authority, Contributor will invoice Company for and Company will pay to Contributor all such taxes. Notwithstanding anything to the contrary in this section, Contributor shall be solely responsible for all taxes based on its income.

10.4Notices.   All notices, consents and other communications hereunder must be in writing and delivered to the other Party at the address set below by personal delivery, certified mail (postage pre-paid), overnight delivery service or by facsimile with verified receipt of transmission, and shall be effective upon receipt (or when delivery is refused). Each Party may change its address for receipt of notice by giving notice of the new address to the other Party.

If to Contributor:HowStuffWorks, Inc.
One Capital City Plaza
3350 Peachtree Road, Suite 1500

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Atlanta, Georgia 30326
Phone:  404-760-4729
Fax:  404-760-3458
Attention:  Legal Department

If to Company:HSW International, Inc.
3350 Peachtree Road, Suite 1150
Atlanta, Georgia  30326
Phone:
Fax:
Attention: Chief Financial Officer

10.5Waiver.   Neither Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

10.6Severability.   If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. The invalid provision shall be replaced by a valid one that achieves to the extent possible the original purpose and commercial goal of the invalid provision.

10.7Governing Law; Jurisdiction.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its choice of laws provisions. The Parties agree that the exclusive venue and jurisdiction for any actions or disputes arising from this Agreement shall be a federal or state court in New York.

10.8Survival.   Any terms and conditions that by their nature should survive termination of this Agreement shall be deemed to survive. Such terms and conditions include, but are not limited to, Sections 2.1 and 9.2 and Articles 3, 6, 7, 8 and 10.

10.9Relationship of the Parties.   Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Nothing in this Agreement shall give either Party the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

10.10Headings.   Headings are used for purposes of reference only and shall not affect the interpretation of this Agreement.

10.11Construction.   This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

10.12Counterparts.   This Agreement may be executed in counterparts all of which taken together shall constitute one single agreement between the Parties.

10.13Bankruptcy Law.   The Parties intend that the licenses of Intellectual Property herein are licenses to “intellectual property” as defined in the Section 101 of the U.S. Bankruptcy Code, 11 U.S.C. § 101(35A)

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and is subject in all respects to each party’s rights under Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 365(n).

10.14Entire Agreement.   This Agreement and the Schedules attached hereto constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior communications, whether written or oral. The Schedules are incorporated into this Agreement by this reference and are hereby made part of this Agreement. This Agreement may be amended only in a written document signed by both Parties.

[Signatures on following page]

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[Signature page to Contribution Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Contributor:				Company:
HowStuffWorks, Inc.				HSW International, Inc.
By:	/s/ Jeffrey Arnold			By:	/s/ Bradley Zimmer
Name:			Jeffrey Arnold	Name:			Bradley Zimmer
Title:		Chief Executive Officer		Title:		Secretary

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EX-10.3

Exhibit 10.3

EXECUTION COPY

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) is entered into as of October 2, 2007 (the “Effective Date”) by and between HowStuffWorks, Inc., with its principal office located at 3350 Peachtree Road, Suite 1500, Atlanta, Georgia 30326 (“HSW”), and HSW International, Inc., with its principal office located at 3350 Peachtree Road, Suite 1150, Atlanta, Georgia 30326 (“Client”). HSW and Client are collectively referred to herein as the “Parties” and individually a “Party”.

WHEREAS, HSW is engaged in the publication and distribution of certain reference information in digital form via the website www.howstuffworks.com (the “Site”);

WHEREAS, HSW and Client have entered into one or more Content Contribution Agreements pursuant to which HSW licensed the Contributed Content  to Client (collectively, the “Contribution Agreements”) for digital distribution in the Territory; and

WHEREAS, Client desires to engage HSW for the purposes of developing, supporting, translating, updating and facilitating the digital transmission of the Contributed Content on a transitional basis until Client is able to perform such services on its own behalf.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1.DEFINITIONS

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Contribution Agreements. For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

“Client Sites” means the applicable domain names for the Territory as set forth in the Contribution Agreements on which the Contributed Content is posted, as specified by Client in writing.

“Technology” means all computer code, documentation and functions and any other computer software (including all computer programming code and documentation) and other technology utilized by HSW or its third party providers in providing the Services.

“Terms of Use” means the terms and conditions governing access to and use of the Client Sites by the Parties and Users, which shall be posted on the Client Sites.

“User” means anyone that accesses a Client Site.

2.SERVICES

2.1Provision of Services.   Upon Client’s written request, HSW shall provide the following services to Client or Intac International Management Consultancy (Beijing) Co., Ltd., as reasonably designated by Client: (i) translating the Content into the language designated in the Contribution Agreements; (ii) designing and developing the Client Sites; (iii) providing the

Technology for establishing, operation and use of the Client Sites; (iv) providing support and consulting concerning the hosting, operation, and display of the Client Sites; (v) securing the registration and maintaining the domain names for the Client Sites; and (vi) providing other services reasonably agreed to by the Parties as necessary to develop, operate and maintain the Client Sites (collectively, the “Services”). HSW shall provide the Services in accordance with the mutually agreed upon statements of work (“SOW”) agreed to by the Parties in writing. Each SOW shall incorporate, without modification, the terms and conditions set forth herein and shall set forth the details and terms with respect to the Services, including timing, scope details and fee estimates. In the event of a conflict between the terms and conditions set forth in this Agreement and those set forth in any SOW, the terms and conditions set forth in this Agreement shall control. The Parties shall use commercially reasonable efforts to launch the first Client Site by June 1, 2006.

2.2Correction of Errors.   Notwithstanding Section 6.3, in the event that the Client Sites have technical errors or the Client Sites or Services do not meet the specifications set forth in an applicable SOW, HSW shall use commercially reasonable efforts to remedy such deficiencies in a timely manner in accordance with a new SOW agreed to by the Parties.

3.CONSIDERATION

3.1Fees.   In consideration of the Services provided by HSW hereunder, Client shall pay HSW a fee equal to HSW’s fully allocated costs in providing the Services, which shall include reasonable direct, indirect and overhead costs (the “Fee”). HSW shall provide a reasonably detailed invoice on a monthly basis specifying each type of Service rendered to Client. Client shall pay all such invoices, in U.S. dollars to HSW within thirty (30) days of Client’s receipt of the invoice.

3.2Right to Audit.   For a period of six (6) months after Client receives an invoice from HSW for the provision of Services, Client shall be provided, upon advance written notice, reasonable access to and the right to audit, at Client’s cost and expense, by a mutually acceptable nationally recognized accounting firm (provided that such firm has not previously provided services to either Party and provided further that such firm enter into a confidentiality agreement) all of HSW’s books and records that pertain to the provision of the Services under such invoice; provided, however, neither Client nor any agent of Client shall have access to the Technology or any other proprietary technology of HSW by virtue of this Section 3.2. Any overpayments or underpayments shall be credited or charged, as applicable, to Client in the next invoice from HSW to Client. If the audit identifies that the Client was overcharged by more than ten percent (10%) in respect of the audited invoices, HSW shall bear the costs and expense of such audit.

3.3Taxes.   The fees and expenses shall not include any applicable foreign, federal, state or local sales, use, excise, value added, customs fees or other taxes, duties, surcharges or assessments, and HSW shall provide Client written notification of such taxes and Client shall be responsible for the payment of all such taxes. Notwithstanding anything to the contrary in this section, HSW shall be solely responsible for all taxes based on its income.

3.4Late Payments.   Any amount not paid when due hereunder shall be subject to an interest charge at the lesser of 1.5% per month or the maximum rate permitted by law.

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4.PROPRIETARY RIGHTS

4.1Content.   Ownership of the Content and the Contributed Content and Client’s right to use the same are governed by the terms and conditions set forth in the Contribution Agreements.

4.2Technology.   All right, title and interest in and to the Technology and all Intellectual Property Rights therein and all derivatives thereof, shall remain exclusively vested in HSW. This Agreement does not convey, confer, grant, assign or otherwise provide Client with any ownership interest in or to the Technology.

5.TERM/TERMINATION

5.1Term.   This Agreement shall commence upon the Effective Date and continue for a period of eighteen (18) months or until earlier terminated in accordance with the terms set forth herein (the “Term”).

5.2Termination.   This Agreement shall terminate when the Parties mutually agree in writing that Client is able to perform the Services on its own behalf. Client may terminate any or all Services, either in whole or in part, or this Agreement upon thirty (30) days’ written notice to HSW. HSW may suspend any Service in the event that Client fails to pay the Fee for such Service when due and such failure continues un-remedied for ninety (90) days after receipt of written notice thereof from HSW.

5.3Termination of Contribution Agreements.   This Agreement shall automatically and immediately terminate upon termination of all the licenses granted in Section 2.2 of the Contribution Agreements.

5.4Effect of Termination.   Any termination of this Agreement shall not (i) waive or otherwise adversely effect any other rights or remedies the terminating Party may have at law or in equity, or (ii) affect any terms and conditions which by their nature should survive termination, including (a) Client’s obligations to pay all accrued but unpaid Fees, and (b) the rights and obligations of the Parties under Sections 3.2, 3.3 and 3.4; and Articles 4, 6, 7, and 8.

6.WARRANTIES AND COVENANTS

6.1By HSW.   HSW represents, warrants and covenants to Client that (i) it has the full power and authority to enter into this Agreement; (ii) it shall provide and perform the Services with the level of care and in a professional and workmanlike manner in accordance with commercially reasonable industry standards; (iii) it shall observe and comply with any and all applicable U.S. laws and regulations bearing on the performance of the Services; and (iv) the Technology and Services do not and will not infringe or misappropriate any third party Intellectual Property rights.

6.2By Client.   Client represents and warrants to HSW that (i) it has the full power and authority to enter into this Agreement; (ii) the Client Sites are in compliance with all applicable laws, rules, regulations, statutes and ordinances; (iii) the Client Sites do not and will not infringe any third party Intellectual Property Rights; provided, however, that this

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representation and warranty shall not apply in respect of Contributed Content or Updates and instead, the applicable representation and warranty shall be as set forth in the Contribution Agreements and Update Agreements; (iv) it will not use the Technology or any portion thereof in any way that infringes or misappropriates any Intellectual Property Rights; and (v) will ensure that Terms of Use are at all times in compliance with all applicable  laws, rules, statutes, regulations and ordinances.

6.3Disclaimer.   Except for the express warranties and representations set forth in this Agreement and the Contribution Agreements, neither Party makes any warranties, whether express, implied or otherwise with respect to the Services and the materials provided by HSW under this Agreement and Licensee’s use of the Client Sites and Contributed Content. Each Party expressly disclaims all other warranties and representations, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy. HSW does not warrant that the Client Sites or the Services will be uninterrupted, secure, virus free, error free, or prevent unauthorized access by third parties, that all errors will be corrected, or that the Services will meet Client’s requirements.

7.INDEMNITY

7.1By HSW.   HSW agrees to defend, indemnify and hold harmless Client, its officers, directors, employees, agents and contractors against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’ and court costs) arising out of, resulting from or related to (i) HSW’s breach of the covenants, representations and warranties set forth in Article 6; or (ii) any breach of or default under the Terms of Use by HSW or its subcontractors, except where such liabilities, losses, damages, costs and expenses arise out of the gross negligence, willful misconduct or bad faith of, or the violation of any applicable law by, or willful breach by Client of any of Client’s obligations under this Agreement. Client agrees to provide HSW with prompt written notice of any third party claim subject to indemnification hereunder, allowing HSW to have sole control of the defense of such claim and any resulting disposition or settlement thereof; provided, however, that Client may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Client in providing notice as required hereunder shall not relieve HSW of its indemnification obligations except and only to the extent that HSW was prejudiced by such delay.

7.2By Client.   Client agrees to defend, indemnify and hold harmless HSW, its officers, directors, employees, agents and contractors against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’ and court costs) arising out of, resulting from or related to (i) Client’s breach of the covenants, representations and warranties set forth in Article 6; or (ii) any breach of or default under the Terms of Use by Client or its subcontractors or licensees, except where such liabilities, losses, damages, costs and expenses arise out of the gross negligence, willful misconduct or bad faith of, or the violation of any applicable law by, or willful breach by HSW, its affiliates, its consultants or its subcontractors of any of HSW’s obligations under this Agreement. HSW agrees to provide Client with prompt written notice of any third party claim subject to indemnification hereunder, allowing Client to have sole control of the defense of such

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claim and any resulting disposition or settlement thereof; provided, however, that HSW may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by HSW in providing notice as required hereunder shall not relieve Client of its indemnification obligations except and only to the extent that Client was prejudiced by such delay.

8.LIMITATION OF LIABILITY

8.1Exclusion of Damages.   Except for (i) the Parties’ respective indemnification obligations set forth in this Agreement; and (ii) damages arising out of either Party’s gross negligence or willful misconduct, neither Party shall be liable to the other under any legal theory or cause of action for any special, incidental, consequential or other indirect damages, including, without limitation, damages for lost profits, even if the Party has been advised of the possibility of such damages.

8.2Limitation of Damages.   Except with respect to HSW’s (or its subcontractors’) gross negligence or willful or intentional misconduct, HSW’s total aggregate liability arising from or related to the Services or this Agreement shall be limited to the proven direct damages not to exceed the Fees actually paid to HSW by Client hereunder for Services rendered during the first twelve (12) months of the Term.

9.MISCELLANEOUS

9.1Assignment.   Neither Party shall assign this Agreement, in whole or in part, by operation or law or otherwise, without the prior written consent of the other Party; provided, however, HSW may, without Client’s consent, assign this Agreement or any of its rights or obligations hereunder upon a change of control. Any purported assignment in violation hereof shall be void.

9.2Force Majeure.   The obligations of either Party shall be suspended during the period and to the extent that either Party, is prevented or hindered from complying therewith by any of the following causes beyond its reasonable control:  (i) acts of God, (ii) weather, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) governmental laws, orders or restrictions, (v) actions, embargoes or blockades in effect on or after the date of this Agreement, (vi) action by any regulatory authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns or other industrial disturbances, (ix) power failures, fiber cuts, network disturbances, shortage of adequate power or transportation facilities, or (x) any other event which is beyond the reasonable control of such party. In such event, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause.

9.3Subcontractors.   HSW shall be entitled to perform any or all of the Services through one or more subcontractors, provided that HSW remains solely responsible to Client for the performance of the Services and solely liable to Client for the acts and omissions of any subcontractor.

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9.4Notices.   All notices, consents and other communications hereunder must be in writing and delivered to the other Party at the address set below by personal delivery, certified mail (postage pre-paid), overnight delivery service or by facsimile with verified receipt of transmission, and shall be effective upon receipt (or when delivery is refused). Each Party may change its address for receipt of notice by giving notice of the new address to the other Party.

If to HSW:HowStuffWorks, Inc.
One Capital City Plaza
3350 Peachtree Road, Suite 1500
Atlanta, Georgia 30326
Phone:  404-760-4729
Fax:  404-760-3458
Attention:  Legal Department

If to Client:HSW International, Inc.
3350 Peachtree Road, Suite 1150
Atlanta, Georgia 30326
Phone:
Fax:
Attention: Chief Executive Officer

9.5Confidentiality.   In connection with this Agreement, the Parties may receive or have access to nonpublic information of the other Party (“Confidential Information”). The Parties agree (i) to keep in confidence and trust all of the other Party’s Confidential Information; (ii) not to use the other Party’s Confidential Information other than as expressly permitted under the terms of this Agreement or any other Agreement between the Parties; (iii) to take all reasonable steps to prevent unauthorized disclosure or use of the other Party’s Confidential Information, and to prevent it from falling into the public domain or the possession of unauthorized persons; and (iv) to disclose the other Party’s Confidential Information only to its employees or agents who need access to such Confidential Information for purposes of meeting and carrying out the  obligations hereunder and who have executed a confidentiality agreement which protects the confidentiality of the other Party’s Confidential Information. As used herein, Confidential Information shall not include information that is: (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by the receiving Party without access to the other Party’s Confidential Information; (iv) rightfully known to the receiving Party prior to the time of disclosure; or (v) produced in compliance with applicable law or a court order, provided the disclosing Party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production.

9.6Waiver.   Neither Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

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9.7Severability.   If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. The invalid provision shall be replaced by a valid one that achieves to the extent possible the original purpose and commercial goal of the invalid provision.

9.8Governing Law; Jurisdiction.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its choice of laws provisions. The Parties agree that the exclusive venue and jurisdiction for any actions or disputes arising from this Agreement shall be a federal or state court in New York.

9.9Relationship of the Parties.   Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Nothing in this Agreement shall give either Party the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent. The Parties shall act as independent contractors and not as an agent of the other in performing the Services and in connection with this Agreement, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, state, local or foreign. No employee of either Party shall be considered an employee of the other Party.

9.10Headings.   Headings are used for purposes of reference only and shall not affect the interpretation of this Agreement.

9.11Construction.   This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

9.12Counterparts.   This Agreement may be executed in counterparts all of which taken together shall constitute one single agreement between the Parties.

9.13Entire Agreement.   This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersede all prior communications, whether written or oral. This Agreement may be amended only in a written document signed by both Parties.

[Signatures on following page]

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[Signature page to Services Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

HSW:				Client:
HowStuffWorks, Inc.				HSW International, Inc.
By:	/s/ Jeffrey Arnold			By:	/s/ Bradley Zimmer
Name:			Jeffrey Arnold	Name:			Bradley Zimmer
Title:		Chief Executive Officer		Title:		Secretary

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EX-10.4

Exhibit 10.4

EXECUTION COPY

UPDATE AGREEMENT

THIS UPDATE AGREEMENT (the “Agreement”) is entered into as of October 2, 2007 (the “Effective Date”) by and between HowStuffWorks, Inc., with its principal office located at 3350 Peachtree Road, Suite 1500, Atlanta, Georgia 30326 (“HSW”), and HSW International, Inc., with its principal office located at 3350 Peachtree Road, Suite 1150, Atlanta, Georgia 30326 (“Company”) (HSW and Company are collectively referred to herein as the “Parties” and individually a “Party”).

WHEREAS, HSW is engaged in the publication and distribution of certain reference information in digital form via the website www.howstuffworks.com (the “Site”); and

WHEREAS, HSW and Company have entered into one or more Contribution Agreements pursuant to which HSW agreed to license the Purchased Updates to Company (collectively, the “Contribution Agreements”) for digital distribution in the Territory.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1.DEFINITIONS

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Contribution Agreements. For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

“Additional Updates” shall have the meaning set forth in Section 4.1.2.

“Agreement” shall have the meaning set forth above in the preamble.

“Company” shall have the meaning set forth above in the preamble.

“Contributed Updates” means the right to render Chinese or Portuguese, as applicable, translations of, the right to publish and otherwise use any and all actual renderings in the Chinese language (including both Simplified and Traditional) or Portuguese language, as applicable, and all such actual renderings, of any and all of the Purchased Updates (and further providing that Contributed Updates shall include, with respect to limited excerpts thereof that are either not translatable into Chinese or Portuguese, as applicable, or for which the common, universal understanding of the term is in English, the right to render and include as part of the Chinese or Portuguese, as applicable, language rights such limited excerpts of the Purchased Updates in the English language) solely in digital and/or electronic medium.

“Contribution Agreements” shall have the meaning set forth above in the recitals.

“Effective Date” shall have the meaning set forth above in the preamble.

“HSW” shall have the meaning set forth above in the preamble.

“Licensed Content Updates” means any and all modifications made to the Licensed Content by or on behalf of HSW and any new content owned by HSW and added to the Site after the Effective Date of the Contribution Agreements.

“Party” and “Parties” shall have the meaning set forth above in the preamble.

“Proprietary Notices” shall have the meaning set forth in Section 3.5.

“Purchased Updates” means any and all Updates which Company elects to purchase hereunder from HSW.

“Site” shall have the meaning set forth above in the recitals.

“Sublicensed Content Updates” means any and all modifications made to the Sublicensed Content by or on behalf of HSW or any Third Party Licensor after the Effective Date of the Contribution Agreements, and any content licensed by HSW and added to the Site after the Effective Date of the Contribution Agreements and which HSW have the right to make available to Company hereunder.

“Third Party Content” shall have the meaning set forth in Section 2.4.

“Third Party Licenses” means, collectively, the licenses from third parties granting HSW the right to use the Sublicensed Content Updates. A “Third Party License” means an individual reference to each of the Third Party Licenses.

“Third Party Licensors” means the licensors under the Third Party Licenses.

“Update Fee” shall have the meaning set forth in Section 5.1.

“Updates” means collectively the Licensed Content Updates and Sublicensed Content Updates.

2.LICENSE GRANT

2.1Contributed Updates.   HSW hereby contributes the Contributed Updates to Company by granting to Company a perpetual, fully paid up, royalty-free, sublicensable, exclusive (even as to HSW) license in the Territory to the Contributed Updates. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to display, publish, transmit, copy, publicly perform, distribute and modify/create derivative works of the Contributed Updates in the digital and/or electronic medium in the Territory.

2.2Purchased Updates.   Subject to the terms and conditions of this Agreement, HSW hereby grants to Company a limited, perpetual, fully paid up, royalty-free, non-sublicensable, non-transferable (except as set forth in Section 10.1), exclusive (even as to HSW) license in the Territory to: (i) use the Purchased Updates solely for purposes of translating it into the Chinese or Portuguese, as applicable, language for the purposes thereby of creating Contributed Updates; and (ii) use limited excerpts of the Licensed Content Updates translated into the Chinese or Portuguese, as applicable, language in print format with limited distribution to businesses solely for purposes of marketing, business development, financings and other similar legitimate business purposes, provided that any such limited print excerpts are not distributed publicly. With respect to the foregoing grant in (ii), Company shall provide copies of relevant portions of such printed materials to HSW, for HSW’s prior written approval which shall not be unreasonably withheld and provided further that in the event that HSW does not notify Company of its disapproval within ten (10) business days after receipt thereof from Company, then HSW shall be deemed to have approved such materials. Company’s inadvertent failure to submit any such materials to HSW for approval hereunder shall not be deemed to be a material breach under this Agreement.

2.3Limitation with Respect to Contribution of Sublicensed Content Updates.   The license granted in Section 2.1 above with respect to the Chinese or Portuguese, as applicable, language digital publishing rights in the Territory to Sublicensed Content Updates purchased by Company hereunder, is

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limited by and subject to the terms, conditions and restrictions set forth in the applicable Third Party Licenses, and Company agrees to comply with all applicable terms, conditions and restrictions set forth or imposed on it under or pursuant to its sublicense of rights under each such Third Party License, which are provided to Company in writing.

2.4Third Party Content.   The Purchased Updates may contain text, images, designs, graphics, artwork, links and other content owned by and/or proprietary to third parties, including, without limitation, Sublicensed Content Updates under the Third Party Licenses (“Third Party Content”). With respect to all Third Party Content, the representations and warranties made by HSW under Section 6.1 below and HSW’s indemnification obligations as set forth in Section 7.1, shall be limited in accordance with the rights that HSW has from the Third Party Content providers. Company agrees to be bound by the terms and restrictions applicable to and/or governing any Third Party Content, as communicated in writing by HSW to Company.

2.5Use of Subcontractors.   Company may use subcontractors to exercise any of the rights granted to it in Section 2.2, provided that (i) each subcontractor agrees in writing to protect HSW’s and Third Party Licensors’ proprietary rights in the Purchased Updates in a manner and to an extent consistent with Section 2.3 and Article 3 of this Agreement; and (ii) Company remains solely liable to HSW for the acts and omissions of any subcontractor.

3.PROPRIETARY RIGHTS

3.1Licensed Content Updates Ownership.   HSW shall be the sole and exclusive owner throughout the world of, and retain all right, title and interest in and to, the Licensed Content Updates and all Intellectual Property Rights therein and thereto, provided, however, that Company shall hold in perpetuity the rights granted to it under Section 2.1, including the right to transfer and assign such rights as provided in Section 10.1.

3.2Sublicensed Content Updates Ownership.   Third Party Licensors shall be the sole and exclusive owners throughout the world of, and retain all right, title and interest in and to, the Sublicensed Content Updates and all Intellectual Property Rights therein and thereto, provided, however, that subject to Company’s performance of its obligations as a sublicensee under the Third Party Licenses, Company shall hold the rights to which it is entitled pursuant to Section 2.3.

3.3Contributed Updates Ownership.   Company shall be the sole and exclusive owner throughout the world of, and retain all right, title and interest in and to, the Contributed Updates and all Intellectual Property Rights therein and thereto, subject to HSW’s (and its Third Party Licensors’) rights in the underlying Licensed Content Updates and Sublicensed Content Updates.

3.4Reserved Rights in the Updates.   All rights in and to the Updates and Purchased Updates not expressly granted herein to Company are reserved by HSW and the Third Party Licensors. Company shall neither acquire nor claim any right, title or interest in or to the Updates or Purchased Updates, except its rights in the Contributed Updates as defined in this Agreement. Company shall not, directly or indirectly, challenge HSW’s retained rights hereunder or take any other action which Company reasonably knows will impair or diminish HSW’s rights in the Updates and the Purchased Updates.

3.5Proprietary Notices.   The Purchased Updates shall bear appropriate copyright and/or credit notices as designated in writing by HSW (the “Proprietary Notices”) or as designated in writing by Third Party Content providers. The Proprietary Notices shall not be removed or obscured, and shall be reproduced on all copies of the Purchased Updates.

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3.6Removal of Purchased Updates.   Company acknowledges and agrees that HSW may, with respect to any Purchased Updates, or a portion thereof, request Company to remove or cease using and/or distributing the translated version thereof in the event that HSW reasonably believes that such Content may be in violation of law or the proprietary or contractual rights of a third party, and Company will cooperate with HSW in that regard. In the event that Company is required to discontinue use of a Purchased Update (or translated version thereof), the parties shall work together in good faith to agree on an appropriate credit that Company may use in respect of Update Fees paid for future Purchased Updates.

4.PARTIES’ OBLIGATIONS

4.1Obligations of HSW.

4.1.1On a quarterly basis throughout the term of this Agreement, HSW will make Updates available to Company for purchase by giving Company written notice describing the Updates and specifying the Update Fee (as defined in Section 5.1 below). HSW will make the Purchased Updates available to Company in the English language in a digital format. HSW shall not, directly or indirectly, amend or otherwise modify any existing agreements relating to Purchased Updates or enter into any new agreements relating to Purchased Updates, to the extent that such amendment, modification or new agreement would adversely affect Company’s rights hereunder. HSW shall, at Company’s reasonable request and cost, use commercially reasonable efforts to assist Company in any claims or actions brought by Company against third parties pursuant to Section 4.2.

4.1.2If HSW acquires, directly or indirectly, whether by purchase, transfer, assignment or license, any rights in any text, images, designs, graphics, artwork or other content for the Site (the “Additional Updates”), HSW shall use commercially reasonable efforts to obtain, as a part of such acquisition, digital publishing rights for Company (in accordance with the terms and conditions of this Agreement) in respect of such Additional Updates for use in the Territory.

4.2Obligations of Company.   Company shall notify HSW of its election to purchase Updates within ninety (90) days after HSW makes such Updates available to Company. Company shall be responsible for (i) translating the Purchased Updates into the Chinese language, and (ii) ensuring that all uses of the Contributed Updates are at all times in compliance with all applicable laws, rules, regulations and ordinances. Company shall be solely responsible for, at its sole discretion, instituting and pursuing any and all claims and actions against third parties in respect of infringement of the Contributed Updates by such third party or unfair competition by such third party with respect to the Contributed Updates, in each case within the Territory.

5.CONSIDERATION

5.1Fees.   In consideration of the Updates provide by HSW hereunder and the rights granted to Company in connection therewith, Company shall pay HSW a fee equal to (i) one (1%) percent per Territory of HSW’s fully allocated costs directly attributable to producing the Purchased Updates (which, for the avoidance of doubt, does not include general or administrative overhead); and (ii) HSW’s actual cost in transferring the Purchased Updates to Company; plus (iii) five (5%) percent of (i) and (ii) (collectively, (i), (ii) and (iii) are referred to as the “Update Fee”). HSW shall provide a reasonably detailed invoice on a quarterly basis specifying the Purchased Updates and the associated Update Fee. Company shall pay all such invoices, in U.S. dollars to HSW within thirty (30) days of Company’s receipt of the invoice.

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5.2Right to Audit.   For a period of six (6) months after Company receives an invoice from HSW, Company shall be provided, upon advance written notice, reasonable access to and the right to audit, at Company’s cost and expense, by a mutually acceptable nationally recognized accounting firm (provided that such firm has not previously provided services to either Party and provided further that such firm enter into a confidentiality agreement) all of HSW’s books and records that pertain to the Update Fee. Any overpayments or underpayments shall be credited or charged, as applicable, to Company in the next invoice from HSW to Company. If the audit identifies that the Company was overcharged by more than ten percent (10%) in respect of the audited invoices, HSW shall bear the costs and expense of such audit.

5.3Taxes.   The fees and expenses shall not include any applicable foreign, federal, state or local sales, use, excise, value added, customs fees or other taxes, duties, surcharges or assessments, and HSW shall provide Company written notification of such taxes and Company shall be responsible for the payment of all such taxes. Notwithstanding anything to the contrary in this section, HSW shall be solely responsible for all taxes based on its income.

5.4Late Payments.   Any amount not paid when due hereunder shall be subject to an interest charge at the lesser of 1.5% per month or the maximum rate permitted by law.

6.WARRANTIES

6.1By HSW.   HSW represents and warrants to Company that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary rights to transfer the Contributed Updates and grant the licenses set forth herein; and (iii) Company’s use of the Purchased Updates as authorized herein does not and will not infringe or misappropriate any third party Intellectual Property Rights.

6.2By Company.   Company represents and warrants to HSW that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary to fulfill its obligations hereunder; (iii) it will not use the Purchased Updates or any portion thereof in violation of any applicable law, rule, statute, regulation, or ordinance; (iv) it will not use or modify the Purchased Updates or any portion thereof in any way that infringes or misappropriates any third party Intellectual Property Rights, provided, however that the foregoing warranty shall not (a) limit HSW’s warranty under Section 6.1(iii), (b) apply with respect to modified Purchased Updates provided by HSW to Company under the Services Agreement, and (c) apply with respect to modifications to the Purchased Updates made by or at HSW’s explicit written request, with the exception of any translations to such modified Purchased Updates or any derivative works to such modified Purchased Updates made by or on behalf of Company; and (v) it will ensure that the Contributed Updates are at all times in compliance with all applicable laws, rules, statutes, regulations and ordinances.

6.3Disclaimer.   Except for the express warranties and representations set forth in this Agreement, neither Party makes any warranties, whether express, implied or otherwise. Each Party expressly disclaims all other warranties and representations, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy.

7.INDEMNITY

7.1By HSW.   HSW hereby agrees to defend, indemnify and hold harmless Company, its officers, directors, employees and agents against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’

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and court costs) arising out of or resulting from (i) HSW’s breach of any representation or warranty under this Agreement; or (ii) third party claims that Company’s use of the Purchased Updates, or any portion thereof, as authorized herein infringes or misappropriates any third party Intellectual Property Rights. For the avoidance of doubt, the Parties acknowledge and agree that any amounts paid by Company in indemnifying a sublicensee for any claims, demands or causes of actions arising out of or resulting from HSW’s breach of any representation or warranty under this Agreement shall be deemed losses for which Company is entitled to indemnification hereunder. Company agrees to provide HSW with prompt written notice of any third party claim subject to indemnification, allow HSW to have sole control of the defense of such claim and any resulting disposition or settlement of such claim; provided, however, that Company may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Company in providing notice as required hereunder shall not relieve HSW of its indemnification obligations except and only to the extent that HSW was prejudiced by such delay.

7.2HSW Rights.   If HSW determines that the Purchased Updates or any portion thereof, becomes, or is likely to become, the subject of an infringement claim or action, HSW may at its sole option:  (i) procure, at no cost to Company the right to continue using such Purchased Updates, or portion thereof, as applicable; (ii) replace or modify the Purchased Updates, or portion thereof, as applicable to render it non-infringing; or (iii) if, in HSW’s reasonable opinion, neither (i) nor (ii) above are commercially feasible, HSW may remove such Purchased Updates from the scope of this Agreement.

7.3Exceptions.   HSW will have no liability under Section 7.1 for any claim or action where:  (i) such claim or action would have been avoided but for modifications (other than Chinese translation) of the Purchased Updates, or any portion thereof, made by Company or a third party on Company’s behalf; (ii) such claim or action would have been avoided but for Company’s or a third party on Company’s behalf combining or using the Purchased Updates, or any portion thereof, with other content or materials; (iii) such claim or action would have been avoided but for Company’s failure to implement the infringement remedy of removal as requested, if at all, by HSW under Section 3.6 or Section 7.2; or (iv) Company’s use of the Purchased Updates, or any portion thereof, is not in compliance with the terms of this Agreement and such claim would have been avoided but for such non-compliance.

7.4By Company.   Company hereby agrees to defend, indemnify and hold harmless HSW, its licensors, and its and their officers, directors, employees and agents against any and all claims, demands, causes of action, damages, judgments, penalties, losses, liabilities, costs and expenses  (including reasonable attorneys’ fees and court costs) arising out of or resulting from (i) Company’s breach of any representation or warranty under this Agreement; (ii) Company’s use of the Purchased Updates in a manner in breach of the terms and conditions of this Agreement; or (iii) third party claims that the Contributed Content, or any portion thereof, infringes or misappropriates any third party Intellectual Property Rights. HSW agrees to provide Company with prompt written notice of any third party claim subject to indemnification, allow Company to have sole control of the defense of such claim and any resulting disposition or settlement of such claim; provided, however, that HSW may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by HSW in providing notice as required hereunder shall not relieve Company of its indemnification obligations except and only to the extent that Company was prejudiced by such delay.

8.LIMITATION OF LIABILITY

Except for (i) the Parties’ respective indemnification obligations set forth in this Agreement; and (ii) damages arising out of either Party’s gross negligence or willful misconduct, neither Party shall be liable to the other under any legal theory or cause of action for any special, incidental, consequential or other indirect damages, including, without limitation, damages for lost profits, even if the Party has been advised of the possibility of such damages.

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9.TERMINATION

9.1Termination by HSW.   HSW may suspend its obligation to provide Updates to Company for purchase in the event that Company fails to pay any Update Fee when due and such failure continues un-remedied for ninety (90) days after receipt of written notice thereof from HSW. Additionally, HSW may terminate the licenses granted in Section 2.2 and all rights granted to Company thereunder upon written notice to Company if: (i) Company files a petition for bankruptcy or is adjudicated bankrupt; (ii) a petition in bankruptcy is filed against Company and such petition is not dismissed within ninety (90) calendar days; (iii) Company becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) Company discontinues the business that is covered by this Agreement; (v) a receiver is appointed for Company or its business; or (vi) Company is in material breach of any of the terms or conditions set forth herein, which breach remains uncured thirty (30) days after written notice thereof from HSW; provided, however, that (i) such material breach was not caused by any action or inaction of HSW, and (ii) HSW did not prevent or limit Company’s attempts to cure such breach. Notwithstanding the foregoing, unless such extension period would create a risk of a breach by HSW under any Third Party License, if Company is using commercially reasonable efforts to cure a material breach but is unable to do so within thirty (30) days, then the cure period will be extended for an additional sixty (60) days so long as Company continues to use commercially reasonable efforts to cure the breach.

9.2Effect of Termination.   Upon any termination of the licenses granted in Section 2.2, (i) all rights granted to Company thereunder shall automatically and immediately terminate, (ii) Company shall cease all use of the Purchased Updates; and (iii) Company shall return or destroy all copies of the Purchased Updates in its possession or control, regardless of the form or media. Subject to Section 2.3, any termination of the licenses set forth in Section 2.2 shall not affect Company’s rights under Section 2.1 in respect of the Contributed Updates. Any termination of the licenses granted in Section 2.2 shall not (a) waive or otherwise adversely effect any other rights or remedies the terminating Party may have at law or in equity, or (b) affect any terms and conditions which by their nature should survive termination, including Client’s obligations to pay all accrued but unpaid Update Fees.

10.MISCELLANEOUS

10.1Assignment.   Company shall have the right to assign its license rights under Section 2.1 with respect to the Contributed Updates (except as limited and restricted by Section 2.3). Except as otherwise expressly set forth herein, Company shall not assign the licenses granted in Section 2.2, including any of its rights or obligations in connection therewith, in whole or in part, by operation or law or otherwise, without the prior written consent of HSW. Company agrees that any sublicenses or assignments of its rights hereunder granted by Company will be subject to the terms and conditions set forth herein.

10.2Injunctive Relief.   Company acknowledges that Company’s material breach of Articles 2, 3 or 6 would result in irreparable injury to HSW, and therefore in the event of an actual or threatened breach, HSW shall be entitled, in addition to all other available remedies, to seek an injunction or other equitable relief.

10.3Notices.   All notices, consents and other communications hereunder must be in writing and delivered to the other Party at the address set below by personal delivery, certified mail (postage pre-paid), overnight delivery service or by facsimile with verified receipt of transmission, and shall be effective upon receipt (or when delivery is refused). Each Party may change its address for receipt of notice by giving notice of the new address to the other Party.

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If to HSW:HowStuffWorks, Inc.
One Capital City Plaza
3350 Peachtree Road, Suite 1500
Atlanta, Georgia 30326
Phone:  404-760-4729
Fax:  404-760-3458
Attention:  Legal Department

If to Company:HSW International, Inc.
3350 Peachtree Road, Suite 1150
Atlanta, Georgia 30326
Phone:
Fax:
Attention: Chief Executive Officer

10.4Waiver.   Neither Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

10.5Severability.   If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. The invalid provision shall be replaced by a valid one that achieves to the extent possible the original purpose and commercial goal of the invalid provision.

10.6Governing Law; Jurisdiction.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its choice of laws provisions. The Parties agree that the exclusive venue and jurisdiction for any actions or disputes arising from this Agreement shall be a federal or state court in New York.

10.7Survival.   Any terms and conditions that by their nature should survive termination of this Agreement shall be deemed to survive. Such terms and conditions include, but are not limited to, Sections 2.1 and 9.2 and Articles 3, 6, 7, 8 and 10.

10.8Relationship of the Parties.   Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Nothing in this Agreement shall give either Party the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

10.9Headings.   Headings are used for purposes of reference only and shall not affect the interpretation of this Agreement.

10.10Construction.   This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

10.11Counterparts.   This Agreement may be executed in counterparts all of which taken together shall constitute one single agreement between the Parties.

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10.12Bankruptcy Law.   The Parties intend that the licenses of Intellectual Property herein are licenses to “intellectual property” as defined in the Section 101 of the U.S. Bankruptcy Code, 11 U.S.C. § 101(35A) and is subject in all respects to each party’s rights under Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 365(n).

10.13Entire Agreement.   This Agreement and the Schedules attached hereto constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior communications, whether written or oral. The Schedules are incorporated into this Agreement by this reference and are hereby made part of this Agreement. This Agreement may be amended only in a written document signed by both Parties.

[Signatures on following page]

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[Signature page to Update Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

HSW:				Company:
HowStuffWorks, Inc.				HSW International, Inc.
By:	/s/ Jeffrey Arnold			By:	/s/ Bradley Zimmer
Name:			Jeffrey Arnold	Name:			Bradley Zimmer
Title:		Chief Executive Officer		Title:		Secretary

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EX-10.5

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2007, is by and among HSW International, Inc., a Delaware corporation (“Parent”), and the persons listed on Schedule 1 attached hereto (each such Person is a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, HowStuffWorks, Inc., a Delaware corporation (“HSW”), Parent, HSW International Merger Corporation, a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and INTAC International, Inc., a Nevada corporation (“INTAC”), previously entered into an Agreement and Plan of Merger dated April 20, 2006, as amended (the “Merger Agreement”) which provides for: (i) the contribution to Parent by HSW of certain assets, properties and rights, including, without limitation, certain rights pursuant to the Contribution Agreement, in exchange for shares of Parent Common Stock; and (ii) the merger of Merger Sub with and into INTAC (the “Merger”).

WHEREAS, pursuant to the terms of one or more Stock Purchase Agreements by and between the Parent and the Purchasers (each a “Purchase Agreement” and together, the “Purchase Agreements”), the Purchasers have agreed, among other things, to purchase from the Parent shares of Parent Common Stock.

WHEREAS, the parties desire to enter into this Agreement to govern certain of their rights, duties and obligations in connection with the shares of Parent Common Stock to be held by the Purchasers;

NOW, THEREFORE, in consideration of the foregoing premises and mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

1.1Definitions.   As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Registration Rights Agreement as set forth in the Recitals, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing.

“Affiliate” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Blockage Notice” has the meaning set forth in Section 2.5(c) hereof.

“Blockage Period” has the meaning set forth in Section 2.5(c) hereof.

“Board of Directors” means the board of directors of Parent.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. If any payment or other obligation is due to be made or performed hereunder on a day that is not a Business Day, such payment or other obligation shall be made or performed on the next Business Day.

“Commission” means the United States Securities and Exchange Commission and any successor agency.

“Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Effectiveness Date” has the meaning set forth in Section 2.1(a) hereof.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Filing Deadline” has the meaning set forth in Section 2.1(a) hereof.

“Merger Agreement” has the meaning set forth in the Recitals hereof.

“Merger Sub” has the meaning set forth in the Recitals hereof.

“NASD” means the National Association of Securities Dealers, Inc. or any of its subsidiaries.

“Officer’s Certificate” has the meaning set forth in Section 2.2 hereof.

“Parent” has the meaning set forth in the introductory paragraph hereof.

“Parent Common Stock” means the common stock, par value $.001 per share, of Parent.

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Piggyback Notice” has the meaning set forth in Section 2.3(a) hereof.

“Purchaser” has the meaning set forth in the introductory paragraph hereof.

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“Register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement or similar document with the Commission in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement or document.

“Registrable Stock” means the shares of Parent Common Stock owned by the Purchasers, whether owned on the date hereof or acquired hereafter by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation as provided below. For purposes of this Agreement, (i) Registrable Stock shall cease to be Registrable Stock when a registration statement covering such Registrable Stock has been declared effective under the Securities Act by the SEC and such Registrable Stock have been disposed of pursuant to such effective registration statement, and (ii) Registrable Stock shall cease to be Registrable Stock when such Registrable Stock may be distributed to the public in a 3 month period pursuant to Rule 144(k) (or any successor provision then in effect) under the Securities Act.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities pursuant to Article 2, including (a) the fees, disbursements and expenses of Parent’s counsel and accountants in connection with this Agreement and the performance of Parent’s obligations hereunder (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations); (b) all expenses, including filing fees, in connection with the preparation, printing and filing of any registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (c) the cost of printing and producing any agreements among underwriters, underwriting agreements, selling group agreements and any other customary documents in connection with the marketing of securities pursuant to Article 2; (d) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the underwriters and/or the stockholders in connection with such qualification and in connection with any “blue sky” and legal investment surveys, including the cost of printing and producing any such “blue sky” or legal investment surveys; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the securities being registered pursuant to Article 2; (f) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (g) all security engraving and security printing expenses; (h) all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system; (i) the costs and expenses of Parent and its officers relating to analyst or investor presentations, if any, or any “road show” undertaken in connection with the registration and/or marketing of any shares of Registrable Stock other than as provided in any underwriting agreement entered into in connection with such offering; and (j) the reasonable fees and expenses of no more than one legal counsel to the Purchasers for each registration statement, as applicable. In no event shall Registration Expenses be deemed to include (a) underwriting discounts and commissions, brokerage fees and transfer taxes, if any; or (b) any expenses in connection with any amendment or supplement to a registration statement or prospectus filed more than 30 days (or in the case of a Shelf Registration Statement, 1 year) after the Effectiveness Date of such registration statement because a Purchaser has not effected the

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disposition of the shares requested to be registered (all such expenses shall be paid by such Purchaser); provided that the applicable registration statement is continuously effective during such 30 day period and the trading of Parent Common Stock is not suspended at any time during such 30 day period.

“Rule 144” means Rule 144 promulgated under the Securities Act as in effect on the date hereof and such rule as from time to time amended and any successor rule or regulation under the Securities Act.

“Rule 415 Offering” means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shelf Registration Statement” means a registration statement of Parent relating to a Rule 415 Offering which solely covers the resale of all of the shares of Registrable Stock held by the Purchasers, on Form S-3 under the Securities Act, or if not eligible to use Form S-3, such other form, and all amendments and supplements to such registration statement, on the form under the Securities Act the Parent is then eligible to use, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

“Transfer” means any direct or indirect sale, assignment, pledge, transfer, hedge, swap or other disposition, whether or not for value.

All other capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement.

ARTICLE II

REGISTRATION

2.1Shelf Registration Statement.

(a)Parent shall, on the terms and conditions hereinafter provided, use its best efforts to cause to be filed a Shelf Registration Statement no later than the date which is 90 days after the date hereof (the “Filing Deadline”), and thereafter proceed to use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission no later than 180 days after the date hereof (the date on which the Shelf Registration Statement is so declared effective by the Commission, the “Effectiveness Date”). Subject to the terms of this Agreement, Parent agrees to prepare and file with the Commission such amendment and supplement to the Shelf Registration Statement and the prospectus used in connection therewith and otherwise use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from the Effectiveness Date until the earlier of (i) the first date that all Registrable Stock covered by the Shelf Registration Statement have been sold or may be sold in a 3 month period under Rule 144(k); or (ii) five (5) years from the date the Shelf Registration Statement has been declared effective by the Commission; provided, that such five-year period shall be extended to

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the extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (5) Business Days prior to the filing, the Shelf Registration Statement (and each amendment thereto, as well any supplement to the prospectus contained therein) shall be provided to the Purchasers’ legal counsel prior to its filing with or other submission to the Commission and such legal counsel shall have a reasonable opportunity to review and comment on such Shelf Registration Statement.

(b)Adjustment.   If at any time the outstanding shares of Registrable Stock as a class shall have been increased, decreased, changed into or exchanged for a different number or class of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or exchange of shares or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the number of shares of such stock to be registered on the Shelf Registration Statement.

(c)Notice of Intended Use of Prospectus.   If, at any time on or after the Effectiveness Date, any Purchaser intends to use or deliver the prospectus forming a part of the Shelf Registration Statement (or any prospectus supplement or amendment thereto) in connection with any offer or sale of shares of Registrable Stock covered thereby, such Purchaser shall first give written notice thereof to Parent at least five (5) Business Days prior to the first date such prospectus or prospectus supplement will be used or delivered by such Purchaser in connection with such offer or sale. If applicable, by the close of business on the Business Day following its receipt of such notice, Parent shall provide a Blockage Notice to such Purchaser of any blockage of registration rights pursuant to Section 2.5(c).

(d)Default.   If a Shelf Registration Statement filed or required to be filed hereunder is not declared effective by the Commission within 180 days after the date hereof (either such failure or breach referred to as a “Default”), then in addition to any other rights Purchasers may have hereunder or under applicable law, on each monthly anniversary (or on the date on which such Default has been cured in the event such Default has been cured prior to any such monthly anniversary) of each Default date until such time as the Default has been cured, the Parent shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 0.5% of the aggregate proceeds received by the Parent from such Purchaser pursuant to the Purchase Agreement. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of a Default. Notwithstanding the foregoing, no Default shall have occurred if Parent’s failure to file a Shelf Registration Statement by the Filing Date, or if the failure of the Shelf Registration Statement to be declared effective by the Commission by the Effectiveness Date, is primarily the result of (i) the failure of a Purchaser to timely provide information for the Shelf Registration Statement (unless such failure is a result of information reasonably requested by Parent but not required under applicable law) or (ii) a query by the Commission respecting any Purchaser, (iii) a Blockage Notice pursuant to Section 2.5(c), or (iv) a postponement pursuant to Section 2.2.

(e)Delay.   After the Effectiveness Date, if (i) a Shelf Registration Statement ceases for any reason to remain continuously effective as to all Registrable Stock for which it is required to be effective, or (ii) the Purchasers are not permitted to utilize the Prospectus therein to resell such Registrable Stock, for more than an aggregate of 45 calendar days during any of

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365-day period (either such occurrence referred to as a “Delay”), then in addition to any other rights the Purchasers may have hereunder or under applicable law, on each monthly anniversary (or on the date on which such Delay has been cured in the event such Delay has been cured prior to any such monthly anniversary) of each Delay date, until such time as the Delay has been cured, the Parent shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate proceeds received by the Parent with respect to such Purchaser pursuant to the Purchase Agreement. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of a Delay. Notwithstanding the foregoing, no Delay shall be deemed to have occurred if the Delay is primarily caused by (i) any Purchaser, (ii) a Blockage Notice pursuant to Section 2.5(c), or (iii) a postponement pursuant to Section 2.2.

2.2Postponement.   Parent shall be entitled to postpone for a period of time of up to thirty (30) days from the Filing Deadline, the filing of the Shelf Registration Statement, if Parent furnishes to the Purchasers, an officer’s certificate executed by the Chief Executive Officer or Chief Financial Officer of Parent (“Officer’s Certificate”) (subject to the Purchasers entering into a customary confidentiality obligation as to such information, which the Purchasers hereby agree to do) stating that Parent or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities (or any such executive officer determines that Parent is at such time otherwise in possession of material non-public information with respect to Parent or any of its subsidiaries), disclosure of which, upon the advice of Parent’s legal counsel, would be required by applicable law in such registration statement, and Parent determines in good faith that such disclosure would be adverse to Parent or its stockholders other than the Purchasers along with an approximation of the anticipated delay. Any such postponement of the filing of a registration statement pursuant to this Section 2.2 shall be lifted not later than the thirtieth (30th) day after expiration of the Filing Deadline, and notice to the Purchasers shall promptly be given and the registration statement shall be filed forthwith.

2.3Piggyback Underwritten Offerings

(a)Right to Piggyback.   In the event that Parent shall seek to undertake an underwritten registered offering of Parent Common Stock, whether or not for sale for its own account (except in the case of an offering registered on Form S-4 or Form S-8 (or any successor form of either) for the registration of securities to be offered in a transaction of the type referred to in Rule 145 of the Securities Act or to be offered to directors, officers and employees of and/or consultants to Parent or any of its subsidiaries), it shall give the Purchasers written notice (the “Piggyback Notice”) at least thirty (30) Business Days before the initial filing with the Commission, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Parent and of the rights of the Purchasers under this Section 2.3. Subject to the terms and conditions hereof, such notice shall offer each Purchaser the opportunity to include in such registration statement such number of shares of Registrable Stock as such Purchaser may request (subject to Section 2.3(c)).

(b)Notice of Participation in Piggyback Offerings.   Each Purchasers shall advise Parent in writing within ten (10) Business Days after the date of receipt of a Piggyback Notice, specifying the number of shares of Registrable Stock, if any, each such Purchaser seeks to include in such underwritten offering. Parent shall thereupon include in such underwritten

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offering the number of shares of Registrable Stock so requested by such Purchasers to be included, subject to Section 2.3(c), and shall use commercially reasonable efforts to effect the registration under the Securities Act of all shares of Registrable Stock which Parent has been so requested to register, provided, that if at any time after giving a written notice of its intention to register any shares of Registrable Stock and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to undertake an underwritten registered offering, Parent may, at its election, give written notice of such determination to the Purchasers and thereupon Parent shall be relieved of its obligation to register such shares of Registrable Stock.

(c)Priority on Piggyback Offerings.   Subject to Section 2.3(d), if the managing underwriter of the underwritten offering pursuant to which shares of Registrable Stock is included pursuant to this Section 2.3 advises Parent in writing that, in its good faith view, the inclusion of all or a part of such shares of Registrable Stock in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the shares of Parent Common Stock then contemplated, Parent shall include in such underwritten offering:

(i)first, all the shares of Parent Common Stock that Parent proposes to sell for its own account; and

(ii)second, shares of Registrable Stock (allocated as necessary, on a pro rata basis in accordance with the number of securities proposed to be included in such registration by all participating Purchasers), which in the good faith view of such managing underwriter, can be so sold without so adversely affecting such offering in the manner described above.

(d)Over-allotment Option.   Notwithstanding anything to the contrary herein, if in the first underwritten registered offering of Parent Common Stock by Parent for its own account following the date hereof, the underwriters of the underwritten offering exercise an over-allotment option granted by Parent in connection therewith, Parent shall include in such registration such number of shares of Registrable Stock as such Purchasers may request, up to the full amount of such over-allotment option, and without regard to the limitations in Section 2.3(c) hereof.

2.4Expenses.   Except as provided herein, Parent shall pay all Registration Expenses under this Article 2 with respect to a particular offering (or proposed offering). Each Purchaser shall bear the fees and expenses of its own counsel, other than the reasonable fees and expenses of no more than one legal counsel to the Purchasers for each registration statement, as well as all underwriting discounts and commissions, brokerage fees and taxes.

2.5Registration Procedures.

(a)Actions to be Taken by Parent.   If and when Parent is required to effect the registration of any shares of Registrable Stock under the Securities Act as provided in Sections 2.1 or 2.3, Parent shall as promptly as practicable, but subject to the other provisions of this Agreement:

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(i)prepare and file with the Commission a registration statement on any appropriate form under the Securities Act with respect to such shares of Registrable Stock and thereafter use its best efforts to cause such registration statement to become effective as promptly as practicable under the circumstances and in respect of Section 2.1, to remain effective for the period set forth in Section 2.1(a);

(ii)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of distribution thereof.

(iii)furnish to Purchasers, promptly after the date on which the applicable registration statement becomes effective, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any documents incorporated by reference therein and such other documents as Purchasers may reasonably request in order to facilitate the disposition of the shares of Registrable Stock owned by Purchasers (it being understood that, subject to Section 2.3(c) and the requirements of the Securities Act and applicable state securities laws, Parent consents to the use of the prospectus and any amendment or supplement thereto by Purchasers in connection with the offering and sale of the shares of Registrable Stock covered by the registration statement of which such prospectus, amendment or supplement is a part);

(iv)use its commercially reasonable efforts to register or qualify such shares of Registrable Stock under such other securities or blue sky laws of such jurisdictions within the United States of America as Purchasers may reasonably request; use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective and take any other action which may be reasonably necessary or advisable to enable Purchasers to consummate the disposition in such jurisdictions of the shares of Registrable Stock being disposed of by Purchasers, provided, however, that Parent will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, or (B) subject itself to taxation in or consent to general service of process in any such jurisdiction where it would not otherwise be subject to taxation or consent to general service of process but for this subparagraph;

(v)promptly notify the Purchasers (A) when the registration statement, any prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the shares of Registrable Stock under state securities or “blue sky” laws or the initiation of any proceedings for that purpose and (C) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or

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necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made), and, subject to Section 2.5(c), as promptly as reasonably practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the Purchasers of such shares of Registrable Stock, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Parent notifies the Purchasers to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Purchasers shall suspend use of such prospectus and use their reasonable efforts to return to the Parent all copies of such prospectus other than permanent file copies then in the Purchasers’ possession;

(vi)if requested by the Purchasers, promptly incorporate in a prospectus supplement or post-effective amendment such information as the Purchasers reasonably request to be included therein and promptly make all required filings of such prospectus supplement or post-effective amendment; provided, however, any expenses in connection with such filing shall be borne by the Purchasers if Parent would not otherwise be required to prepare such filing but for the provisions of this paragraph;

(vii)as promptly as reasonably practicable after the filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver copies of each such document to the Purchasers;

(viii)cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the Purchasers may request and keep available and make available to Parent’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(ix)cause the shares of Registrable Stock included in any registration statement to be listed on each United States securities exchange, if any, on which the Parent Common Stock is then listed;

(x)provide a transfer agent and registrar for all shares of Registrable Stock registered hereunder and provide a CUSIP number for the shares of Registrable Stock included in any registration statement not later than the effective date of such registration statement;

(xi)cooperate with the Purchasers and their counsel in connection with any filings required to be made with the NASD;

(xii)during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(xiii)notify Purchasers promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;

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(xiv)prepare and file with the Commission as promptly as reasonably practicable any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for Parent, is required in connection with the distribution of the shares of Registrable Stock;

(xv)advise the Purchasers, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(xvi)use best efforts to obtain from its counsel a legal opinion or opinions in customary form for delivery to the Purchasers authorizing the transfer agent to remove the restrictive legend on the Effectiveness Date;

(xvii)provide to each Purchaser and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Parent’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such Purchaser may reasonably request in order to fulfill any due diligence obligation on its part; and

(xviii)if requested a reasonable time in advance, permit counsel for the Purchasers to review the Shelf Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the Commission and the Parent’s responses thereto, within a reasonable period of time prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Company);and

(xix)in the event of an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.

(b)Information to be Provided by Purchasers.   It shall be a condition precedent to the obligation of the Parent to take any action pursuant to this Agreement in respect of the shares which are to be registered at the request of any Purchaser that such Purchaser shall furnish to the Parent such information regarding the shares held by such Purchaser and the intended method of disposition thereof as the Parent shall reasonably request in connection with the action taken by the Parent.

(c)Blockage Period.   If (i) there has been or there is pending a development or change in the business, affairs or prospects of Parent or any of its subsidiaries; (ii) Parent’s counsel has advised Parent in writing that such development or change should be disclosed in any registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with

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respect to the prospectus, in light of the circumstance under which such statements were made); or (iii) in the good faith judgment of the officers or directors of Parent, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a adverse effect on the likelihood of consummating such transaction, then Parent may deliver written notification to the Purchasers that shares of Registrable Stock may not be sold pursuant to the registration statement (a “Blockage Notice”). Parent shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Parent is delivering such notice. Parent shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser shall sell any shares of Registrable Stock pursuant to any registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Purchaser and ending on the date on which Parent notifies the Purchasers that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of thirty (30) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed fifteen (15) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Shelf Registration. Parent agrees promptly to notify the Purchasers if the circumstances giving rise to such Blockage Period no longer apply. Parent shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

(d)Notwithstanding the other provisions of this Agreement, Parent shall not be obligated to register the Registrable Stock of any Purchaser (i) if such Purchaser or any underwriter of such Registrable Stock shall fail to furnish to the Parent necessary information in respect of the distribution of such Registrable Stock, or (ii) in the case of a registration statement other than the Shelf Registration Statement, if such registration involves an underwritten offering, such Registrable Stock are not included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters in the registration or such Purchaser fails to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. If any Purchaser of Registrable Stock disapproves of the terms of such underwriting, such Purchaser may elect to withdraw all its Registrable Stock by written notice to the Parent, the managing underwriter and the other Purchasers participating in such registration. The securities so withdrawn shall also be withdrawn from registration. In addition, each Purchaser agrees to enter into a customary lock-up agreement with the managing underwriter for an offering; provided that all other holders of Registrable Stock participating in such offering (other than holders of less than 5% of the total shares participating in the offering) also agree to enter into customary lock-up agreements, and provided that the Company shall use reasonable best efforts to cause all holders participating in such offering to execute such lock-up agreement.

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2.6Indemnification.

(a)Indemnification by Parent.   Parent agrees to indemnify and reimburse, the Purchasers and their respective employees, advisors, agents, representatives, officers, and directors and each Person who controls a Purchaser (within the meaning of the Securities Act or the Exchange Act) (collectively, the “Purchaser Affiliates”) (as the case may be), against any and all losses, claims, damages, liabilities, judgments and expenses, joint or several (including reasonable attorneys’ fees and disbursements, subject to Section 2.6(c)) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading or any violation or alleged violation by Parent of the Securities Act, the Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder) and shall reimburse each Purchaser, such Purchaser’s employees, advisors, agents, representatives, officers, and directors, such participating person or controlling person (as the case may be) for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that Parent shall not be liable in any such case to the extent that such statements are made in reliance upon and in conformity with information furnished in writing to Parent by any Purchaser or any Purchaser Affiliate for use therein or arise from any Purchasers’ or any Purchaser Affiliate’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Parent has furnished such Purchaser or such Purchaser Affiliate with a sufficient number of copies of the same; provided, further, that the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Parent which consent shall not be unreasonably withheld, conditioned or delayed; and provided further that the indemnification shall not apply to losses, claims, damages or liabilities attributable to a failure of a Purchaser, underwriter or other Person acting on the Purchaser’s behalf to comply with a Blockage Notice.

(b)Indemnification by the Purchasers.   In connection with any registration statement in which Purchasers are participating, each Purchaser will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, each Purchaser will severally and not jointly indemnify and reimburse Parent and its employees, advisors, agents, underwriter, investment advisors, representatives, officers and directors and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) against any and all losses, claims, damages, liabilities, judgments and expenses, joint or several (including reasonable attorneys’ fees and disbursements, subject to Section 2.6(c)) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in such registration statement, prospectus, or such preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading (but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission or violation or alleged violation is contained in any information so furnished in writing by such Purchaser or an Affiliate of such Purchaser expressly for inclusion

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in such registration statement) or any violation or alleged violation by such Purchaser of the Securities Act, the Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder), and shall reimburse the Parent, such Parent’s employees, advisors, agents, representatives, directors and officers, such participating person or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Purchasers shall not be liable in any such case to the extent that prior to the filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, the relevant Purchaser furnished in writing to Parent information expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not misleading information previously furnished to Parent; provided, further, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the relevant Purchaser, which consent shall not be unconditionally withheld, conditioned or delayed, as applicable; and provided, further, that in no event shall any Purchaser’s liability hereunder exceed the net proceeds received by such Purchaser with respect to the Registrable Stock sold by such Purchaser in the applicable offering.

(c)Notice of claims, etc.   Each party indemnified under Section 2.6(a) and Section 2.6(b) above shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party, and shall assume the payment of all fees and expenses in connection therewith; provided that the failure of any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure to notify, but the omission so to notify the indemnifying party will not relieve it of any liability it may have to any indemnified party otherwise under this Section 2.6 hereof. It is understood that the indemnifying party shall not, in connection with any claim or action or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel) at any time for all such indemnified parties. In any such action, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party shall have failed to assume the defense of such action or engage counsel reasonably satisfactory to the indemnified party or (iii) have been advised by such counsel that representation of both parties by the same counsel would be inappropriate due to material differing interests between them or there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to such the indemnified party. In the case of any such separate firm for the Purchasers as indemnified parties, such firm shall be designated in writing by the indemnified party or the indemnified parties holding a majority of the shares of Registrable Stock included in such registration. No indemnifying party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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(d)Contribution.   Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.6(a) or Section 2.6(b) are unavailable to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, judgments or expenses (or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, judgments or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities, judgments or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided that in no event shall the obligation of any indemnifying party to contribute under this Section 2.6(d) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 2.6(a) or Section 2.6(b) had been available under the circumstances. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 2.6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.6(c), defending any such action or claim. The Purchasers’ obligation to contribute pursuant to this Section 2.6(d) are several and not joint. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 2.6, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.6(a) and Section 2.6(b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 2.6(d).

(e)Survival of Indemnification and Contribution. The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party.

2.7Rule 144.   Parent shall use commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall at all times be satisfied in order to permit resales of the Registrable Stock by the Purchasers thereunder. In addition to and not in limitation of the foregoing, Parent shall (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) one-year after such date as all of the Purchasers’ Registrable Stock may be resold pursuant to Rule 144(k) or (B) such date as all of the Purchasers’ Registrable Stock shall have been resold; (ii) file with the Commission in a timely manner all reports and other documents required of the Parent under the Exchange Act; and (iii) furnish to each Purchaser upon request, as long as the Purchaser owns

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any Registrable Stock, (A) a written statement by the Parent that it has complied with the reporting requirements of the Exchange Act, and (B) such information other than publicly-available SEC filings filed via EDGAR as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the Commission that permits the selling of any such Registrable Stock without registration.

ARTICLE III

LEGENDS

3.1Legend.   The stock certificates for the shares of Registrable Stock shall bear the following legend:

“The shares represented by this certificate are subject to certain obligations and restrictions as set forth in a registration rights agreement, dated as of October    , 2007, as it may thereafter be amended, supplemented or modified, and may not be sold or transferred except in accordance therewith. A copy of such registration rights agreement is on file at the principal executive offices of the issuer and may be obtained upon request.”

3.2Removal of Legend.   Upon receipt of a written opinion of counsel reasonably satisfactory to Parent confirming that either (i) the shares of Registrable Stock have ceased to be subject to any obligations or restrictions set forth in this Agreement or (ii) shares of Registrable Stock are being Transferred in accordance with, and shall not be subject to any Transfer restrictions after such Transfer pursuant to, the terms and conditions of this Agreement, Parent shall, upon a Purchaser’s written request, issue to such Purchaser a new certificate evidencing such shares of Registrable Stock without the legend required by Section 3.1.

ARTICLE IV

TERMINATION

4.1Termination.   The provisions of this Agreement shall terminate as to a particular Purchaser at such time as such Purchaser no longer holds any shares of Registrable Stock. Section 2.6 shall survive any termination of this Agreement; provided, that Parent shall remove from any registration statement or prospectus (and any and all amendments and supplements thereto) any and all information relating to a Purchaser that no longer holds any shares of Registrable Stock promptly following any request to do so by such Purchaser.

ARTICLE V

MISCELLANEOUS

5.1Notices.   All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt),

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in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

(a)if to HSW International, Inc. to:

One Capital City Plaza

3350 Peachtree Road, Suite 1500

Atlanta, GA  30326

Attention:  Chief Executive Officer

Fax: (404) 760-3458

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

3290 Northside Parkway, N.W., Suite 400

Atlanta, GA  30327

Attn:    James S. Altenbach, Esq.

Fax:     (678) 553-2188

(b)if to the Purchasers, to:

To the address listed on the signature page hereto.

5.2Governing Law.   This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

5.3Submission to Jurisdiction.   All actions and proceedings arising out of or relating to this agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any action arising out of or relating to this agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this agreement or the transaction may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this agreement or the transaction. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the others hereto have been induced to enter into this agreement and the transaction, as applicable, by, among other things, the mutual waivers and certifications in this section 5.3.

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5.4Successors and Assigns.   Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties; provided, however, any Purchaser may assign its interest to its partners, limited partners or Affiliates without the consent of the Parent. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

5.5Amendment and Waivers.   No failure or delay on the part of Parent or Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to Parent or Purchaser at law or in equity or otherwise. Any provision of this Agreement may be amended, supplemented, modified or waived if, but only if, such amendment, supplement, modification or waiver is in writing and is signed by all the parties hereto.

5.6Severability.   If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

5.7Counterparts.   This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile or other electronic means.

5.8Entire Agreement.   This Agreement (including the Schedule attached hereto) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof and, except as provided in Section 5.4 hereof, is not intended to and shall not confer upon any Person other than the parties any rights or remedies hereunder. The parties agree that time is of the essence with respect to the performance of all obligations provided in this Agreement and effectuation of the transactions contemplated thereby.

5.9Specific Enforcement.   The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York State Court sitting in the borough of Manhattan in the city of New York or any Federal Court sitting in the borough of

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Manhattan in the city of New York, this being in addition to any other remedy to which they are entitled at law or in equity.

5.10Rules of Construction.   Unless the context otherwise requires, the singular shall include the plural and vice-versa, each pronoun in any gender shall include all other genders, and provisions apply to successive events and transactions. The words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

5.11Other Investors.   Each of the Purchasers hereby acknowledges that on or after the date hereof the Parent may, from time to time, with the approval of the Board, offer and sell shares of Series B Preferred Stock to various purchasers who may become “Purchasers” under this Agreement by executing an Agreement to be Bound hereto in substantially the form of Exhibit “A” hereto. Upon such execution and delivery, such purchaser shall be deemed to be a Purchaser for all purposes of this Agreement and the Parent shall amend Schedule 1 hereto to reflect such additional Purchasers.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed as of the date first written above.

	HSW International, Inc.
	By:		/s/ Bradley Zimmer
	Name:					Bradley Zimmer
	Title:				Secretary
	PURCHASERS:
Address:	ASHFORD CAPITAL MANAGEMENT, INC.
		By:		/s/ Theodore H. Ashford III
Attention:		Name: Theodore H. Ashford
Facsimile:		Title:   Chairman & C.E.O.
Address:	HARVEST 2004, LLC
		By:		/s/ Richard A. Horstmann
Attention:		Name: Richard A. Horstmann
Facsimile:		Title:   Managing Member
Address:	ZEKE, LP
		By:		/s/ Edward N. Antoian
Attention:		Name: Edward N. Antoian
Facsimile:		Title:   General Partner

[Signatures continued on following page]

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[Signature page to Registration Rights Agreement, continued]

Address:	CHILTON INVESTMENT PARTNERS, L.P.
	By:  Chilton Investment Company, LLC
	Its:  General Partner
Attention:
Facsimile:		By:	/s/ Norman B. Champ, III
		Name: Norman B. Champ, III
		Title:   Executive Vice President
Address:	CHILTON QP INVESTMENT PARTNERS, L.P.
	By:  Chilton Investment Company, LLC
	Its:  General Partner
Attention:
Facsimile:		By:	/s/ Norman B. Champ, III
		Name: Norman B. Champ, III
		Title:   Executive Vice President
Address:	CHILTON INTERNATIONAL, L.P.
	By:  Chilton Investment Company, LLC
	Its:  General Partner
Attention:
Facsimile:		By:	/s/ Norman B. Champ, III
		Name: Norman B. Champ, III
		Title:   Executive Vice President
Address:	CHILTON NEW ERA PARTNERS, L.P.
	By:  Chilton Investment Company, LLC
	Its:  General Partner
Attention:
Facsimile:		By:	/s/ Norman B. Champ, III
		Name:		Norman B. Champ, III
		Title:		Executive Vice President

[signatures continued on following page]

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[signature page to Registration Rights Agreement, continued]

Address:	CHILTON NEW ERA INTERNATIONAL, L.P.
	By:  Chilton Investment Company, LLC
	Its:  General Partner
Attention:
Facsimile:		By:	/s/ Norman B. Champ, III
		Name: Norman B. Champ, III
		Title:   Executive Vice President
	CHILTON SMALL CAP PARTNERS, L.P.
Address:	By:  Chilton Investment Company, LLC
	Its:  General Partner
		By:	/s/ Norman B. Champ, III
Attention:		Name: Norman B. Champ, III
Facsimile:		Title:   Executive Vice President
	CHILTON SMALL CAP INTERNATIONAL, L.P.
Address:	By:  Chilton Investment Company, LLC
	Its:  General Partner
		By:	/s/ Norman B. Champ, III
Attention:		Name: Norman B. Champ, III
Facsimile:		Title:   Executive Vice President
	SMALLCAP WORLD FUND, INC.
Address:	By:  Capital Research and Management Company
	Its:  Investment Advisor
		By:	/s/ Cathy Ward
Attention:		Name:			Cathy Ward
Facsimile:		Title:		Senior Vice President

[signatures continued on following page]

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[Signature page to Registration Rights Agreement, continued]

	AMERICAN FUNDS INSURANCE SERIES - GLOBAL SMALL CAPITALIZATION FUND
Address:	By:  Capital Research and Management Company
	Its:  Investment Advisor
		By:	/s/ Cathy Ward
Attention:		Name:			Cathy Ward
Facsimile:		Title:		Senior Vice President

22

Schedule I

PURCHASERS

ASHFORD CAPITAL MANAGEMENT, INC.

HARVEST 2004, LLC

CHILTON INVESTMENT PARTNERS, L.P.

CHILTON QP INVESTMENT PARTNERS, L.P.

CHILTON INTERNATIONAL, L.P.

CHILTON NEW ERA PARTNERS, L.P.

CHILTON NEW ERA INTERNATIONAL, L.P.

CHILTON SMALL CAP PARTNERS, L.P.

CHILTON SMALL CAP INTERNATIONAL, L.P.

ZEKE, LP

SMALLCAP WORLD FUND, INC.

AMERICAN FUNDS INSURANCE SERIES - GLOBAL SMALL CAPITALIZATION FUND

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EX-10.6

Exhibit 10.6

Execution Copy

HSW INTERNATIONAL, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2007, is entered into by and among HSW International, Inc., a Delaware corporation (the “Company”), Wei Zhou, a citizen of Germany (“Zhou”), and HowStuffWorks, Inc., a Delaware corporation (“HSW”, each of Zhou and HSW, an “Investor”, and collectively, the “Investors”).

R E C I T A L S

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of April 20, 2006, as amended on January 29, 2007 and further amended on August 23, 2007 (the “Merger Agreement”), by and among the Company, HSW, INTAC International, Inc., a Nevada corporation (“INTAC”), and HSW International Merger Corporation, a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), (i) HSW will contribute a license and sublicense of certain content to the Company in exchange for shares of the Common Stock of the Company, and (ii) Merger Sub will merge with and into INTAC (the “Merger”) and the shareholders of INTAC will receive shares of the Common Stock of the Company.

WHEREAS, Zhou is a Rule 145 Affiliate as such term is defined in the Merger Agreement;

WHEREAS, the Company has agreed, as a condition precedent to HSW’s obligations under the Merger Agreement, to grant each Investor certain registration rights with respect to the shares of Common Stock issued to each Investor pursuant to the Merger on the terms and conditions set forth herein; and

WHEREAS, the Company and each Investor desire to define the registration rights of each Investor on the terms and subject to the conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:

SECTION 1.  DEFINITIONS

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Closing”   shall mean the closing of the Merger pursuant to the Merger Agreement;

“Commission”   shall mean the Securities and Exchange Commission and any successor agency;

“Exchange Act”   shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“Person”   shall any individual, firm, corporation, partnership, limited partnership, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act;

“Register”, “Registered” and “Registration” shall refer to a registration effected by preparing and filing a registration statement or similar document with the Commission in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement or document;

“Registrable Securities”   shall mean, as applicable: (a) the shares of Common Stock owned by each Investor, whether owned or acquired by virtue of the Merger Agreement on the date hereof or acquired hereafter by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation of the Company; and (b) shares of Common Stock held by Persons who, by virtue of agreements with the Company, are entitled to be included in a Registration made by a Demanding Investor hereunder. For purposes of this Agreement, (i) Registrable Securities shall cease to be Registrable Securities when a registration statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective registration statement, and (ii) Registrable Securities shall cease to be Registrable Securities, if in the opinion of the Company, such Registrable Securities may be distributed to the public pursuant to Rule 144(k) (or any successor provision then in effect) under the Securities Act or any such Registrable Securities have been sold in a sale made pursuant to Rule 144 of the Securities Act;

“Registration Expenses”   shall mean any and all expenses incurred by the Company incident to the performance of or compliance with any registration or marketing of securities pursuant to Section 2(a), (b) and (c) hereof, including (a) the fees, disbursements and expenses of Company’s counsel and accountants in connection with this Agreement and the performance of Company’s obligations hereunder (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations); (b) all expenses, including filing fees, in connection with the preparation, printing and filing of any registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (c) the cost of printing and producing any agreements among underwriters, underwriting agreements, selling group agreements and any other customary documents in connection with the marketing of securities pursuant to Section 2(a), (b) and (c) hereof; (d) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the underwriters or an Investor in connection with such qualification and in connection with any “blue sky” and legal investment surveys, including the cost of printing and producing any such “blue sky” or legal investment surveys; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the securities being registered pursuant to Section 2(a), (b) and (c) hereof; (f) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (g) all security engraving and security printing expenses; (h) all fees and expenses payable in connection with the listing of the

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securities on any securities exchange or automated interdealer quotation system; and (i) the costs and expenses of Company and its officers relating to analyst or investor presentations, if any, or any “road show” undertaken in connection with the registration and/or marketing of any shares of Registrable Stock other than as provided in any underwriting agreement entered into in connection with such offering. In no event shall Registration Expenses be deemed to include Selling Expenses;

“Securities”   shall have the meaning set forth in Section 2(1) of the Securities Act;

“Securities Act”   shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“Selling Expenses”   shall mean all underwriting discounts, selling commissions, brokerage fees and transfer taxes applicable to the sale of Registrable Securities and all fees and disbursements of counsel for each Investor.

SECTION 2.  REGISTRATION RIGHTS

(a)Requested Registration.

(i)Request for Registration.   After the receipt of a written request from either Investor (such Investor, the “Demanding Investor”) at any time after 180 days following the Closing requesting that the Company effect any Registration under the Securities Act covering all or part of the Registrable Securities held by such Investor, the Company shall, (i) as expeditiously as is possible, but in any event no later than forty-five (45) days after receipt of a written request from a Demanding Investor, file a registration statement with the SEC for such Registration relating to all shares of Registrable Securities which the Company has been so requested to register by such Investor for sale, and (ii) use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as is practicable; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(a):

(1)After the Company has effected three (3) such Registrations requested by each Investor pursuant to this Section 2(a) and the registration statements for such Registrations have been declared or ordered effective;

(2)If the Registrable Securities requested by such Investor to be Registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $5,000,000; or

(3)During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or, with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially

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reasonable efforts to cause such registration statement to become effective; provided, further, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(3) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.

(ii)Other Stockholders.   The registration statement filed pursuant to any such request of any Demanding Investor may, subject to the provisions of Section 2(a)(iv) below, include Registrable Securities of the other Investor, and other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Registrable Securities in any such Registration (“Other Stockholders”).

(iii)Assignment.   The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be entitled to all rights and bound by all obligations of this Agreement).

(iv)Underwriting.

(1)If the Investor intends to distribute the Registrable Securities covered by its request for Registration by means of an underwriting, it shall so advise the Company in its request made pursuant to Section 2(a).

(2)If the other Investor or Other Stockholders request inclusion in any such Registration, the Demanding Investor shall offer to include the Registrable Securities of the other Investor and such Other Stockholders in the underwriting but may condition such offer on their acceptance of the further applicable provisions of this Section 2(a)(iv). The Demanding Investor and the Company shall (together with the other Investor and all Other Stockholders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company and acceptable to the Demanding Investor. Notwithstanding any other provision of this Section 2(a), if the representative of such underwriter or underwriters advise the Company and/or the Demanding Investor in writing that marketing factors require a limitation on the number of shares to be underwritten, the Registrable Securities held by the other Investor and Other Stockholders shall be excluded from such Registration to the extent so required by such limitation pro rata in accordance with the number of shares of Registrable Securities requested by such parties to be included in such Registration, by such minimum number of shares as is necessary to comply with such limitation. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such Registration. If the other Investor or any Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Demanding Investor. If the Demanding Investor elects to withdraw from such Registration, the initiation

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of such Registration shall not count as a demand by such Investor for purposes hereof (including without limitation, Section 2(a)(i)(1)). The Registrable Securities so withdrawn shall also be withdrawn from Registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account in such Registration if the representative of such underwriter or underwriters so agrees and if the number of Registrable Securities which would otherwise have been included in such Registration and underwriting will not thereby be limited.

(b)Company Registration.

(i)If the Company determines to Register any of its equity securities either for its own account or for the account of Other Stockholders, other than a Registration relating solely to employee benefit plans, or a Registration relating solely to a Commission Rule 145 transaction, or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company shall:

(1)promptly give to each Investor a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

(2)include in such Registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities held by an Investor specified in a written request made by such Investor within fifteen (15) days after receipt of the written notice from the Company described in clause (1) above, except as set forth in Section 2(b)(ii) below. Such written request may cover Registration of all or a part of such Investor’s Registrable Securities.

(ii)Underwriting.   If the Registration of which the Company gives notice is for a Registered public offering involving an underwriting, the Company shall so advise each Investor in the written notice given pursuant to Section 2(b)(i)(1). In such event, the right of an Investor to Registration pursuant to this Section 2(b) shall be conditioned upon such Investor’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the extent provided herein. In such case, each such Investor shall (together with the Company and the Other Stockholders distributing their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 2(b), if such representative determines that marketing factors require a limitation on the number of shares to be underwritten, such representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the Registration and underwriting. The Company shall so

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advise each such Investor and any other holder of Registrable Securities requesting Registration, and the number of shares of Registrable Securities that are entitled to be included in the Registration and underwriting shall be allocated in the following manner:  the Registrable Securities held by such Investor and by Other Stockholders (other than Registrable Securities held by any such persons who by contractual right demanded such Registration) shall be excluded from such Registration and underwriting to the extent required by such limitation pro rata in accordance with the number of shares of Registrable Securities requested by such parties to be included in such Registration, by such minimum number of shares as is necessary to comply with such limitation. If any such holder of Registrable Securities disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

(c)Form S-3.   Following the Closing, the Company shall use all commercially reasonable efforts to qualify for Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, each Investor shall have the right to request three (3) Registrations on Form S-3 with respect to all or a part of the Registrable Securities held by such Investor (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by the Investor), provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):

(i)Unless such Investor proposes to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;

(ii)Within 180 days of the effective date of the registration statement for the most recent Registration pursuant to this Section 2(c) in which securities held by the Investor could have been included for sale or distribution; or

(iii)During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iii) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.

The Company shall give written notice to the other Investor and all Other Stockholders of the receipt of a request for Registration pursuant to this Section 2(c) and shall provide a reasonable opportunity for the other Investor and such Other Stockholders to participate in the Registration, provided that if the Registration is for an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use all

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commercially reasonable efforts to effect promptly the Registration of all shares of Registrable Securities on Form S-3 to the extent requested by the holders thereof for purposes of disposition.

(d)Expenses of Registration.   All Registration Expenses shall be borne by the Company, and all Selling Expenses shall be borne by the holders of the Registrable Securities so Registered pro rata on the basis of the number of their shares of Registrable Securities so Registered.

(e)Registration Procedures.   If and when the Company effects a Registration of Registrable Securities under the Securities Act pursuant to this Section 2, the Company shall keep each Investor advised in writing as to the initiation of each Registration and as to the completion thereof. At its expense, the Company shall:

(i)prepare and file with the Commission a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities and thereafter use its commercially reasonable efforts to cause such registration statement promptly to become and remain effective for a period of one hundred twenty (120) days or until each Investor has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (A) such one hundred twenty (120) day period shall be extended for a period of time equal to the period during which an Investor refrains from selling any Registrable Securities included in such Registration in accordance with provisions in Section 2(k) or 2(l) hereof; and (B) in the case of any Registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such one hundred twenty (120) day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Exchange Act in the registration statement;

(ii)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Securities covered by such registration statement until the earlier of such time as all of such Securities have been disposed of in a public offering or the expiration of [30] days;

(iii)furnish to each Demanding Investor and to the other Investor, if the other Investor has shares of Registrable Securities covered by such Registration (a “Selling Investor”) such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any documents incorporated by reference therein and such

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other documents as such Investor may reasonably request in order to facilitate the disposition of the shares of Registrable Securities owned by such Investor (it being understood that, subject to the requirements of the Securities Act and applicable state securities laws, Company consents to the use of the prospectus and any amendment or supplement thereto by each Demanding Investor and Selling Investor in connection with the offering and sale of the shares of Registrable Securities covered by the registration statement of which such prospectus, amendment or supplement is a part);

(iv)furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (1) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such Registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to each Demanding Investor and Selling Investor, addressed to the underwriters, if any, and to the holders of Registrable Securities participating in such Registration and (2) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to each Demanding Investor and Selling Investor, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the holders of Registrable Securities participating in such Registration.

(v)use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States of America as each Demanding Investor and Selling Investor may reasonably request; use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective and take any other action which may be reasonably necessary or advisable to enable each Demanding Investor and Selling Investor to consummate the disposition in such jurisdictions of the Registrable Securities being disposed of by such Demanding Investor and Selling Investor, provided, however, that Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) subject itself to taxation in or consent to general service of process in any such jurisdiction, and provided, further, that Company shall not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that any Investor submits any shares of its Registrable Securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Securities in such jurisdiction;

(vi)promptly notify each Demanding Investor and Selling Investor (A) when the registration statement, any prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or

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exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation of any proceedings for that purpose and (C) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made), and, subject to Section 2(l), as promptly as reasonably practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(vii)if requested by any Demanding Investor or Selling Investor, promptly incorporate in a prospectus supplement or post-effective amendment such information as such Demanding Investor or Selling Investor reasonably requests to be included therein and promptly make all required filings of such prospectus supplement or post-effective amendment;

(viii)as promptly as reasonably practicable after the filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver copies of each such document to each Demanding Investor and Selling Investor;

(ix)cooperate with each Demanding Investor and Selling Investor to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as such Demanding Investor or Selling Investor may request and keep available and make available to Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(x)cause the Registrable Securities included in any registration statement to be listed on each United States securities exchange, if any, on which the Company Common Stock is then listed;

(xi)provide a transfer agent and registrar for all shares of Registrable Securities registered hereunder and provide a CUSIP number for the shares of Registrable Securities included in any registration statement not later than the effective date of suchregistration statement;

(xii)cooperate with each Demanding Investor, Selling Investor and their counsel in connection with any filings required to be made with the NASD;

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(xiii)during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(xiv)notify each Demanding Investor and Selling Investor promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;

(xv)prepare and file with the Commission as promptly as reasonably practicable any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for Company, is required in connection with the distribution of the Registrable Securities;

(xvi)advise each Demanding Investor and Selling Investor, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and

(xvii)in the event of an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.

(f)Indemnification.

(i)The Company shall indemnify and hold harmless each Demanding Investor, Selling Investor, each of their officers, directors, partners and members, and each person controlling such Investor, with respect to each Registration which has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof), to which they may become subject under the Securities Act or otherwise, insofar as such claims, losses, damages and liabilities (or actions in respect thereof) arise out of or are based on any untrue (or alleged untrue) statement of any material fact contained in any registration statement on the effective date thereof (including any prospectus, offering circular or other documents) incident to any such Registration, qualification or compliance, or arise out of or are based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance, and shall reimburse each Demanding Investor, Selling Investor, each of their officers, directors, partners and members, and each person controlling such Investor, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred by them in connection with investigating and defending any such claims, losses, damages, liabilities or actions; provided, that the Company shall not be liable to such Investor, its officers,

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directors, partners and members, each person controlling such Investor, each such underwriter and each person who controls any such underwriter in any such case to the extent that any such claims, losses, damages, liabilities or expenses arise out of or are based on any untrue statement or omission made in connection with such registration statement, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by such Investor or underwriter expressly for use in connection with such registration statement by such Investor, its officers, directors, partners and members, each person controlling such Investor, each such underwriter and each person who controls any such underwriter.

(ii)Each Demanding Investor and Selling Investor shall, if Registrable Securities held by it are included in the securities as to which such Registration, qualification or compliance is being effected, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each underwriter for the Company within the meaning of the Securities Act (if any), and each person who controls the Company or such underwriter against all claims, losses, damages and liabilities, joint or several (or actions in respect thereof), to which the Company or any such director, officer, controlling person, or underwriter may become subject, under the Securities Act or otherwise, insofar as such claims, losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue (or alleged untrue) statement of any material fact contained in any registration statement on the effective date thereof (including any prospectus, offering circular or other documents) made by such Investor, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements by such Investor therein not misleading, shall reimburse any legal or any other expenses reasonably incurred by the Company or any such directors, officers, controlling persons or underwriters in connection with investigating or defending any such claims, losses, damages, liabilities or actions, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such registration statement or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such registration statement; provided, however, that the obligations of such Investor hereunder shall be limited to an amount equal to the net proceeds to such Investor of the Registrable Securities sold as contemplated herein.

(iii)Each party entitled to indemnification under this Section 2(f) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) and to the other parties hereto promptly after the receipt by such Indemnified Party of any written notice of the commencement of any claim, action, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification pursuant to this Agreement, and shall permit the Indemnifying Party to assume the defense of any such claim, action, proceeding or investigation; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim, action, proceeding or investigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless the

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Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such claim, action, proceeding or investigation, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim, action, proceeding or investigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim, action, proceeding or investigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim, action, proceeding or investigation.

(iv)If the indemnification provided for in this Section 2(f) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, liabilities, claims, damages or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(v)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling.

(vi)The foregoing indemnity agreement of the Company and each Investor is subject to the condition that, insofar as they relate to any losses, claims, liabilities or damages arising out of a statement made in or omitted from a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”), such indemnity or contribution agreement shall not inure to the benefit of any underwriter if a copy of the Final Prospectus was furnished to the underwriter and was not furnished

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to the person asserting the losses, liabilities, claims or damages at or prior to the time such action is required by the Securities Act.

(g)Information by the Investors.   To the extent the Registrable Securities held by an Investor are included in any Registration, such Investor shall furnish to the Company such information regarding such Investor and the distribution proposed by such Investor as the Company may reasonably request in writing and as shall be reasonably required in connection with any Registration, qualification or compliance referred to in this Section 2.

(h)Rule 144 Reporting.   With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of Registrable Securities to the public without Registration, at all times from and after ninety (90) days following the effective date of the registration statement for the first Registration demanded by any Investor under the Securities Act filed by the Company for an offering of securities of the Company to the general public, the Company agrees to:

(i)make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act (“Rule 144”);

(ii)use all commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(iii)so long as any Investor owns any Registrable Securities, furnish to such Investor, upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such Investor to sell any such securities without Registration.

(i)Reserved.

(j)Limitation on Subsequent Registration Rights.   The Company shall not, without the prior written consent of each Investor, enter into any agreement with any other holder or prospective holder of any securities of the Company that would allow such other holder or prospective holder to include securities of the Company in any registration statement on terms more favorable than the terms on which the Investor may include shares of Registrable Securities in such Registration.

(k)Holdback Agreements.

(i)If and whenever the Company effects a Registration pursuant to Section 2, each Investor that holds Registrable Securities included in such Registration agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities within seven days prior to and 90 days

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(unless advised in writing by the managing underwriter that a longer period, not to exceed 180 days, is required) after the effective date of the registration statement relating to such Registration, except as part of such Registration; provided, however, that each such Investor only agrees to such restriction if and to the extent that all other holders of Registrable Securities included in such Registration (including without limitation, officers and directors of the Company) similarly agree not to effect any such sales or distributions during such periods.

(ii)The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to and 90 days (unless advised in writing by the managing underwriter that a longer period, not to exceed 180 days, is required) after the effective date of any such registration statement as described in Section 2(k)(i) (except as part of such Registration or pursuant to a Registration on Form S-4 or S-8 or any successor form). In addition, if requested by the managing underwriter, the Company shall use its commercially reasonable best efforts to cause each holder of Registrable Securities, to agree not to effect any such public sale or distribution of such Registrable Securities during such period, except as part of any such Registration if permitted, and to use its commercially reasonable efforts to cause each such holder to enter into a similar agreement to such effect with the Company.

(l)Blockage Period.If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company or any of its subsidiaries; (ii) Company’s counsel advised Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then Company may deliver written notification to the Investors that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Investor and ending on the date on which Company notifies the Investors that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company agrees promptly to notify the Investors if the circumstances giving rise to such Blockage Period no longer apply). Company shall promptly prepare and file any amendment or

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supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors of such amendment or supplement and of the conclusion of the Blockage Period.

SECTION 3.  TERMINATION

(a)Termination.The provisions of this Agreement shall terminate as to a particular Investor at such time as such Investor has sold all of his or its Registrable Securities in a Registration pursuant to the Securities Act or pursuant to Rule 144. Section 2(f) shall survive any termination of this Agreement.

SECTION 4.  MISCELLANEOUS

(a)Governing Law.   This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State, without regard to the conflicts of law provisions of the State of New York.

(b)Submission to Jurisdiction.   All actions and proceedings arising out of or relating to this agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any action arising out of or relating to this agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this agreement or the transaction may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this agreement. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the others hereto have been induced to enter into this agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 3(c)

(c)Notices.All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

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(i)         If to the Company, to:

One Capital City Plaza

3350 Peachtree Road

Suite 1500
Atlanta, Georgia  30326
Attn: Chief Executive Officer

Fax:      (404) 760-3458

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP
3290 Northside Parkway, N.W., Suite 400

Atlanta, GA  30327

Attn:     James S. Altenbach, Esq.

Fax:      (678) 553-2188

(ii)        If to HowStuffWorks, Inc., to:

One Capital City Plaza

3350 Peachtree Road

Suite 1500
Atlanta, Georgia  30326

Attn: Legal Department

Fax:      (404) 760-3458

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP
3290 Northside Parkway, N.W., Suite 400

Atlanta, GA  30327

Attn:     James S. Altenbach, Esq.

Fax:      (678) 553-2188

(iii)       If to Zhou, to:

Room 512, East Wing, Beijing Capital Times Square

88 West Chan’An Avenue

Beijing 100031, China

Attention: Wei Zhou

Fax:      + 8610 8391 3145

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

2318 China World Tower Two

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1 Jianguomenwai Dajie

Beijing 100004, China

Attention:  Lee Edwards

Facsimile:  +(8610) 6505-1818]

(d)Reproduction of Documents.   This Agreement and all documents relating thereto, including, without limitation, any consents, waivers and modifications which may hereafter be executed may be reproduced by the Investors by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and the Investors may destroy any original document so reproduced. The parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Investors in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

(e)Successors and Assigns.   Subject to the restrictions on transfer described in clauses (i) and (ii) below, the rights and obligations of the Company and each Investor hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of such parties.

(i)The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by an Investor without the prior written consent of the Company; provided, however, an Investor may assign its interest to its partners, limited partners, affiliates or heirs without the consent of the Company.

(ii)The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of each Investor.

(f)Amendment and Waivers.   No failure or delay on the part of Company or any Investor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to Company or an Investor at law or in equity or otherwise. Any provision of this Agreement may be amended, supplemented, modified or waived if, but only if, such amendment, supplement, modification or waiver is in writing and is signed by all the parties hereto.

(g)Severability.   If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

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acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(h)Counterparts.   This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile or other electronic means.

(i)Entire Agreement.   This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof and, except as provided in Section 2(f) hereof, is not intended to and shall not confer upon any Person other than the parties any rights or remedies hereunder. The parties agree that time is of the essence with respect to the performance of all obligations provided in this Agreement and effectuation of the transactions contemplated thereby.

(j)Specific Enforcement.   The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York State Court sitting in the borough of Manhattan in the city of New York or any Federal Court sitting in the borough of Manhattan in the city of New York, this being in addition to any other remedy to which they are entitled at law or in equity.

(k)Rules of Construction.   Unless the context otherwise requires, the singular shall include the plural and vice-versa, each pronoun in any gender shall include all other genders, and provisions apply to successive events and transactions. The words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

[Remainder of page intentionally left blank]

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Execution Copy

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

HSW INTERNATIONAL, INC.
By:	/s/ Bradley Zimmer
Name: Bradley Zimmer
Title: Secretary
HOWSTUFFWORKS, INC.
By:	/s/ Jeffrey Arnold
Name: Jeffrey Arnold
Title: Chief Executive Officer
WEI ZHOU
By:	/s/ Wei Zhou

EX-10.7

Exhibit 10.7

Execution Version

HSW INTERNATIONAL, INC.

AFFILIATE REGISTRATION RIGHTS AGREEMENT

THIS AFFILIATE REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 2, 2007 is entered into by and among HSW International, Inc., a Delaware corporation (the “Company”), and Kevin Jones, a resident of the State of                ; Theodore P. Botts, a resident of the State of Connecticut; J. David Darnell, a resident of the State of Texas; Dr. Heinz-Gerd Stein, a resident of the State of                ; and Larrie A. Weil, a resident of the State of                ; (each an “Affiliate,” and collectively, the “Affiliates”).

R E C I T A L S

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of April 20, 2006, as amended on January 29, 2007 and further amended on August 23, 2007, (the “Merger Agreement”), by and among the Company, HowStuffWorks, Inc., a Delaware corporation (“HSW”), INTAC International, Inc., a Nevada corporation (“INTAC”), and HSW International Merger Corporation, a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), (i) HSW will contribute a license and sublicense of certain content to the Company in exchange for shares of the common stock, par value $0.001 per share, of the Company (“Common Stock”), and (ii) Merger Sub will merge with and into INTAC (the “Merger”) and the shareholders of INTAC will receive shares of the Common Stock of the Company.

WHEREAS, each Affiliate is a Rule 145 Affiliate as such term is defined in the Merger Agreement;

WHEREAS, the Company has agreed to grant each Affiliate certain registration rights with respect to the shares of Common Stock issued to each Affiliate pursuant to the Merger on the terms and conditions set forth herein; and

WHEREAS, the Company and each Affiliate desire to define the registration rights of each Affiliate on the terms and subject to the conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:

SECTION 1.  DEFINITIONS

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Closing” shall mean the closing of the Merger pursuant to the Merger Agreement;

“Commission” shall mean the Securities and Exchange Commission and any successor agency;

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“Person” shall any individual, firm, corporation, partnership, limited partnership, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act;

“Register”, “Registered” and “Registration” shall refer to a registration effected by preparing and filing a registration statement or similar document with the Commission in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement or document;

“Registrable Securities” shall mean, as applicable: (a) the shares of Common Stock owned by each Affiliate, whether owned or acquired by virtue of the Merger Agreement on the date hereof or acquired hereafter by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation of the Company; and (b) shares of Common Stock held by Persons who, by virtue of agreements with the Company, are entitled to be included in a Registration made by a Demanding Affiliate hereunder. For purposes of this Agreement, (i) Registrable Securities shall cease to be Registrable Securities when a registration statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective registration statement, and (ii) Registrable Securities shall cease to be Registrable Securities, if in the opinion of the Company, such Registrable Securities may be distributed to the public pursuant to Rule 144(k) (or any successor provision then in effect) under the Securities Act or any such Registrable Securities have been sold in a sale made pursuant to Rule 144 of the Securities Act;

“Registration Expenses” shall mean any and all expenses incurred by the Company incident to the performance of or compliance with any registration or marketing of securities pursuant to Section 2(a), (b) and (c) hereof, including (a) the fees, disbursements and expenses of Company’s counsel and accountants in connection with this Agreement and the performance of Company’s obligations hereunder (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations); (b) all expenses, including filing fees, in connection with the preparation, printing and filing of any registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (c) the cost of printing and producing any agreements among underwriters, underwriting agreements, selling group agreements and any other customary documents in connection with the marketing of securities pursuant to Section 2(a), (b) and (c) hereof; (d) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the underwriters or an Affiliate in connection with such qualification and in connection with any “blue sky” and legal investment surveys, including the cost of printing and producing any such “blue sky” or legal investment surveys; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the securities being registered pursuant to Section 2(a), (b) and (c) hereof;

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(f) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (g) all security engraving and security printing expenses; (h) all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system; and (i) the costs and expenses of Company and its officers relating to analyst or investor presentations, if any, or any “road show” undertaken in connection with the registration and/or marketing of any shares of Registrable Stock other than as provided in any underwriting agreement entered into in connection with such offering. In no event shall Registration Expenses be deemed to include Selling Expenses;

“Securities” shall have the meaning set forth in Section 2(1) of the Securities Act;

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“Selling Expenses” shall mean all underwriting discounts, selling commissions, brokerage fees and transfer taxes applicable to the sale of Registrable Securities and all fees and disbursements of counsel for each Affiliate.

SECTION 2.  REGISTRATION RIGHTS

(a)Requested Registration.

(i)Request for Registration. After the receipt of a written request from any Affiliate (such Affiliate, the “Demanding Affiliate”) at any time after 180 days following the Closing requesting that the Company effect any Registration under the Securities Act covering all or part of the Registrable Securities held by such Affiliate, the Company shall, (i) as expeditiously as is possible, but in any event no later than forty-five (45) days after receipt of a written request from a Demanding Affiliate, file a registration statement with the SEC for such Registration relating to all shares of Registrable Securities which the Company has been so requested to register by such Affiliate for sale, and (ii) use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as is practicable; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(a):

(1)After the Company has effected three (3) such Registrations requested by each Affiliate pursuant to this Section 2(a) and the registration statements for such Registrations have been declared or ordered effective;

(2)If the Registrable Securities requested by such Affiliate to be Registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $5,000,000; or

(3)During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration

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statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or, with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; provided, further, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(3) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.

(ii)Other Stockholders. The registration statement filed pursuant to any such request of any Demanding Affiliate may, subject to the provisions of Section 2(a)(iv) below, include Registrable Securities of the other Affiliate, and other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Registrable Securities in any such Registration (“Other Stockholders”).

(iii)Assignment. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be entitled to all rights and bound by all obligations of this Agreement).

(iv)Underwriting.

(1)If the Affiliate intends to distribute the Registrable Securities covered by its request for Registration by means of an underwriting, it shall so advise the Company in its request made pursuant to Section 2(a).

(2)If the other Affiliate or Other Stockholders request inclusion in any such Registration, the Demanding Affiliate shall offer to include the Registrable Securities of the other Affiliate and such Other Stockholders in the underwriting but may condition such offer on their acceptance of the further applicable provisions of this Section 2(a)(iv). The Demanding Affiliate and the Company shall (together with the other Affiliate and all Other Stockholders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company and acceptable to the Demanding Affiliate. Notwithstanding any other provision of this Section 2(a), if the representative of such underwriter or underwriters advise the Company and/or the Demanding Affiliate in writing that marketing factors require a limitation on the number of shares to be underwritten, the Registrable Securities held by the other Affiliate and Other Stockholders shall be excluded from such Registration to the extent so required by such limitation pro rata in accordance with the number of shares of Registrable Securities requested by such parties to be included in such Registration, by such minimum number of shares as is necessary to comply with such limitation. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such Registration. If the other Affiliate or any Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the

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terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Demanding Affiliate. If the Demanding Affiliate elects to withdraw from such Registration, the initiation of such Registration shall not count as a demand by such Affiliate for purposes hereof (including without limitation, Section 2(a)(i)(1)). The Registrable Securities so withdrawn shall also be withdrawn from Registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account in such Registration if the representative of such underwriter or underwriters so agrees and if the number of Registrable Securities which would otherwise have been included in such Registration and underwriting will not thereby be limited.

(b)Company Registration.

(i)If the Company determines to Register any of its equity securities either for its own account or for the account of Other Stockholders, other than a Registration relating solely to employee benefit plans, or a Registration relating solely to a Commission Rule 145 transaction, or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company shall:

(1)promptly give to each Affiliate a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

(2)include in such Registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities held by an Affiliate specified in a written request made by such Affiliate within fifteen (15) days after receipt of the written notice from the Company described in clause (1) above, except as set forth in Section 2(b)(ii) below. Such written request may cover Registration of all or a part of such Affiliate’s Registrable Securities.

(ii)Underwriting. If the Registration of which the Company gives notice is for a Registered public offering involving an underwriting, the Company shall so advise each Affiliate in the written notice given pursuant to Section 2(b)(i)(1). In such event, the right of an Affiliate to Registration pursuant to this Section 2(b) shall be conditioned upon such Affiliate’s participation in such underwriting and the inclusion of such Affiliate’s Registrable Securities in the underwriting to the extent provided herein. In such case, each such Affiliate shall (together with the Company and the Other Stockholders distributing their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 2(b), if such representative determines that marketing

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factors require a limitation on the number of shares to be underwritten, such representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the Registration and underwriting. The Company shall so advise each such Affiliate and any other holder of Registrable Securities requesting Registration, and the number of shares of Registrable Securities that are entitled to be included in the Registration and underwriting shall be allocated in the following manner:  the Registrable Securities held by such Affiliate and by Other Stockholders (other than Registrable Securities held by any such persons who by contractual right demanded such Registration) shall be excluded from such Registration and underwriting to the extent required by such limitation pro rata in accordance with the number of shares of Registrable Securities requested by such parties to be included in such Registration, by such minimum number of shares as is necessary to comply with such limitation. If any such holder of Registrable Securities disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

(c)Form S-3. Following the Closing, the Company shall use all commercially reasonable efforts to qualify for Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, each Affiliate shall have the right to request three (3) Registrations on Form S-3 with respect to all or a part of the Registrable Securities held by such Affiliate (all such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by the Affiliate), provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):

(i)Unless such Affiliate proposes to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;

(ii)Within 180 days of the effective date of the registration statement for the most recent Registration pursuant to this Section 2(c) in which securities held by the Affiliate could have been included for sale or distribution; or

(iii)During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iii) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.

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The Company shall give written notice to the other Affiliate and all Other Stockholders of the receipt of a request for Registration pursuant to this Section 2(c) and shall provide a reasonable opportunity for the other Affiliate and such Other Stockholders to participate in the Registration, provided that if the Registration is for an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use all commercially reasonable efforts to effect promptly the Registration of all shares of Registrable Securities on Form S-3 to the extent requested by the holders thereof for purposes of disposition.

(d)Expenses of Registration. All Registration Expenses shall be borne by the Company, and all Selling Expenses shall be borne by the holders of the Registrable Securities so Registered pro rata on the basis of the number of their shares of Registrable Securities so Registered.

(e)Registration Procedures. If and when the Company effects a Registration of Registrable Securities under the Securities Act pursuant to this Section 2, the Company shall keep each Affiliate advised in writing as to the initiation of each Registration and as to the completion thereof. At its expense, the Company shall:

(i)prepare and file with the Commission a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities and thereafter use its commercially reasonable efforts to cause such registration statement promptly to become and remain effective for a period of one hundred twenty (120) days or until each Affiliate has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (A) such one hundred twenty (120) day period shall be extended for a period of time equal to the period during which an Affiliate refrains from selling any Registrable Securities included in such Registration in accordance with provisions in Section 2(k) or 2(l) hereof; and (B) in the case of any Registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such one hundred twenty (120) day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Exchange Act in the registration statement;

(ii)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Securities covered by such registration statement until the earlier of such time as all of such Securities have been disposed of in a public offering or the expiration of 30 days;

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(iii)furnish to each Demanding Affiliate and to the other Affiliate, if the other Affiliate has shares of Registrable Securities covered by such Registration (a “Selling Affiliate”) such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any documents incorporated by reference therein and such other documents as such Affiliate may reasonably request in order to facilitate the disposition of the shares of Registrable Securities owned by such Affiliate (it being understood that, subject to the requirements of the Securities Act and applicable state securities laws, Company consents to the use of the prospectus and any amendment or supplement thereto by each Demanding Affiliate and Selling Affiliate in connection with the offering and sale of the shares of Registrable Securities covered by the registration statement of which such prospectus, amendment or supplement is a part);

(iv)furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (1) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such Registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to each Demanding Affiliate and Selling Affiliate, addressed to the underwriters, if any, and to the holders of Registrable Securities participating in such Registration and (2) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to each Demanding Affiliate and Selling Affiliate, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the holders of Registrable Securities participating in such Registration.

(v)use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States of America as each Demanding Affiliate and Selling Affiliate may reasonably request; use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective and take any other action which may be reasonably necessary or advisable to enable each Demanding Affiliate and Selling Affiliate to consummate the disposition in such jurisdictions of the Registrable Securities being disposed of by such Demanding Affiliate and Selling Affiliate, provided, however, that Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) subject itself to taxation in or consent to general service of process in any such jurisdiction, and provided, further, that Company shall not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that any Affiliate submits any shares of its Registrable Securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Securities in such jurisdiction;

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(vi)promptly notify each Demanding Affiliate and Selling Affiliate (A) when the registration statement, any prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation of any proceedings for that purpose and (C) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made), and, subject to Section 2(l), as promptly as reasonably practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(vii)if requested by any Demanding Affiliate or Selling Affiliate, promptly incorporate in a prospectus supplement or post-effective amendment such information as such Demanding Affiliate or Selling Affiliate reasonably requests to be included therein and promptly make all required filings of such prospectus supplement or post-effective amendment;

(viii)as promptly as reasonably practicable after the filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver copies of each such document to each Demanding Affiliate and Selling Affiliate;

(ix)cooperate with each Demanding Affiliate and Selling Affiliate to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as such Demanding Affiliate or Selling Affiliate may request and keep available and make available to Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(x)cause the Registrable Securities included in any registration statement to be listed on each United States securities exchange, if any, on which the Company Common Stock is then listed;

(xi)provide a transfer agent and registrar for all shares of Registrable Securities registered hereunder and provide a CUSIP number for the shares of Registrable Securities included in any registration statement not later than the effective date of such registration statement;

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(xii)cooperate with each Demanding Affiliate, Selling Affiliate and their counsel in connectionwith any filings required to be made with the NASD;

(xiii)during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(xiv)notify each Demanding Affiliate and Selling Affiliate promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;

(xv)prepare and file with the Commission as promptly as reasonably practicable any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for Company, is required in connection with the distribution of the Registrable Securities;

(xvi)advise each Demanding Affiliate and Selling Affiliate, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and

(xvii)in the event of an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.

(f)Indemnification.

(i)The Company shall indemnify and hold harmless each Demanding Affiliate, Selling Affiliate, each of their officers, directors, partners and members, and each person controlling such Affiliate, with respect to each Registration which has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof), to which they may become subject under the Securities Act or otherwise, insofar as such claims, losses, damages and liabilities (or actions in respect thereof) arise out of or are based on any untrue (or alleged untrue) statement of any material fact contained in any registration statement on the effective date thereof (including any prospectus, offering circular or other documents) incident to any such Registration, qualification or compliance, or arise out of or are based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance, and shall reimburse each Demanding Affiliate, Selling Affiliate, each of their officers, directors, partners and members, and each person controlling such Affiliate, each such underwriter and each person who controls any such

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underwriter, for any legal and any other expenses reasonably incurred by them in connection with investigating and defending any such claims, losses, damages, liabilities or actions; provided, that the Company shall not be liable to such Affiliate, its officers, directors, partners and members, each person controlling such Affiliate, each such underwriter and each person who controls any such underwriter in any such case to the extent that any such claims, losses, damages, liabilities or expenses arise out of or are based on any untrue statement or omission made in connection with such registration statement, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by such Affiliate or underwriter expressly for use in connection with such registration statement by such Affiliate, its officers, directors, partners and members, each person controlling such Affiliate, each such underwriter and each person who controls any such underwriter.

(ii)Each Demanding Affiliate and Selling Affiliate shall, if Registrable Securities held by it are included in the securities as to which such Registration, qualification or compliance is being effected, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each underwriter for the Company within the meaning of the Securities Act (if any), and each person who controls the Company or such underwriter against all claims, losses, damages and liabilities, joint or several (or actions in respect thereof), to which the Company or any such director, officer, controlling person, or underwriter may become subject, under the Securities Act or otherwise, insofar as such claims, losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue (or alleged untrue) statement of any material fact contained in any registration statement on the effective date thereof (including any prospectus, offering circular or other documents) made by such Affiliate, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements by such Affiliate therein not misleading, shall reimburse any legal or any other expenses reasonably incurred by the Company or any such directors, officers, controlling persons or underwriters in connection with investigating or defending any such claims, losses, damages, liabilities or actions, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such registration statement or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by such Affiliate expressly for use in connection with such registration statement; provided, however, that the obligations of such Affiliate hereunder shall be limited to an amount equal to the net proceeds to such Affiliate of the Registrable Securities sold as contemplated herein.

(iii)Each party entitled to indemnification under this Section 2(f) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) and to the other parties hereto promptly after the receipt by such Indemnified Party of any written notice of the commencement of any claim, action, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification pursuant to this Agreement, and shall permit the Indemnifying Party to assume the defense of any such claim, action, proceeding or investigation; provided that counsel for the Indemnifying Party, who shall

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conduct the defense of such claim, action, proceeding or investigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such claim, action, proceeding or investigation, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim, action, proceeding or investigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim, action, proceeding or investigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim, action, proceeding or investigation.

(iv)If the indemnification provided for in this Section 2(f) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, liabilities, claims, damages or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(v)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling.

(vi)The foregoing indemnity agreement of the Company and each Affiliate is subject to the condition that, insofar as they relate to any losses, claims, liabilities or damages arising out of a statement made in or omitted from a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”),

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such indemnity or contribution agreement shall not inure to the benefit of any underwriter if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the person asserting the losses, liabilities, claims or damages at or prior to the time such action is required by the Securities Act.

(g)Information by the Affiliates. To the extent the Registrable Securities held by an Affiliate are included in any Registration, such Affiliate shall furnish to the Company such information regarding such Affiliate and the distribution proposed by such Affiliate as the Company may reasonably request in writing and as shall be reasonably required in connection with any Registration, qualification or compliance referred to in this Section 2.

(h)Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of Registrable Securities to the public without Registration, at all times from and after ninety (90) days following the effective date of the registration statement for the first Registration demanded by any Affiliate under the Securities Act filed by the Company for an offering of securities of the Company to the general public, the Company agrees to:

(i)make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act (“Rule 144”);

(ii)use all commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(iii)so long as any Affiliate owns any Registrable Securities, furnish to such Affiliate, upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Affiliate may reasonably request in availing itself of any rule or regulation of the Commission allowing such Affiliate to sell any such securities without Registration.

(i)Reserved.

(j)Limitation on Subsequent Registration Rights. The Company shall not, without the prior written consent of each Affiliate, enter into any agreement with any other holder or prospective holder of any securities of the Company that would allow such other holder or prospective holder to include securities of the Company in any registration statement on terms more favorable than the terms on which the Affiliate may include shares of Registrable Securities in such Registration.

(k)Holdback Agreements.

(i)If and whenever the Company effects a Registration pursuant to Section 2, each Affiliate that holds Registrable Securities included in such Registration agrees not to

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effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities within seven days prior to and 90 days (unless advised in writing by the managing underwriter that a longer period, not to exceed 180 days, is required) after the effective date of the registration statement relating to such Registration, except as part of such Registration; provided, however, that each such Affiliate only agrees to such restriction if and to the extent that all other holders of Registrable Securities included in such Registration (including without limitation, officers and directors of the Company) similarly agree not to effect any such sales or distributions during such periods.

(ii)The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to and 90 days (unless advised in writing by the managing underwriter that a longer period, not to exceed 180 days, is required) after the effective date of any such registration statement as described in Section 2(k)(i) (except as part of such Registration or pursuant to a Registration on Form S-4 or S-8 or any successor form). In addition, if requested by the managing underwriter, the Company shall use its commercially reasonable best efforts to cause each holder of Registrable Securities, to agree not to effect any such public sale or distribution of such Registrable Securities during such period, except as part of any such Registration if permitted, and to use its commercially reasonable efforts to cause each such holder to enter into a similar agreement to such effect with the Company.

(l)Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company or any of its subsidiaries; (ii) Company’s counsel advised Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then Company may deliver written notification to the Affiliates that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Affiliate shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Affiliate and ending on the date on which Company notifies the Affiliates that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and

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Company agrees promptly to notify the Affiliates if the circumstances giving rise to such Blockage Period no longer apply). Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Affiliates of such amendment or supplement and of the conclusion of the Blockage Period.

SECTION 3.  TERMINATION

(a)Termination. The provisions of this Agreement shall terminate as to a particular Affiliate at such time as such Affiliate has sold all of his or its Registrable Securities in a Registration pursuant to the Securities Act or pursuant to Rule 144. Section 2(f) shall survive any termination of this Agreement.

SECTION 4.  MISCELLANEOUS

(a)Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State, without regard to the conflicts of law provisions of the State of New York.

(b)Submission to Jurisdiction. All actions and proceedings arising out of or relating to this agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any action arising out of or relating to this agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this agreement or the transaction may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this agreement. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the others hereto have been induced to enter into this agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 3(c)

(c)Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

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(i)	If to the Company, to:
	HSW International, Inc.
	One Capital City Plaza, Suite 1500
	3350 Peachtree Road
	Atlanta, GA   30326
	Attention: Chief Executive Officer
	Facsimile: (404) 760-3458
with a copy (which shall not constitute notice) to:
	Greenberg Traurig, LLP
	3290 Northside Parkway, N.W., Suite 400
	Atlanta, GA  30327
	Attention:  James S. Altenbach, Esq.
	Facsimile:  (678) 553-2188

(ii)If to an Affiliate, to the address and facsimile number listed on the signature page attached hereto:

(d)Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, any consents, waivers and modifications which may hereafter be executed may be reproduced by the Affiliates by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and the Affiliates may destroy any original document so reproduced. The parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Affiliates in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

(e)Successors and Assigns. Subject to the restrictions on transfer described in clauses (i) and (ii) below, the rights and obligations of the Company and each Affiliate hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of such parties.

(i)The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by an Affiliate without the prior written consent of the Company; provided, however, an Affiliate may assign its interest to its partners, limited partners, affiliates or heirs without the consent of the Company.

(ii)The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of each Affiliate.

(f)Amendment and Waivers. No failure or delay on the part of Company or any Affiliate in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or

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further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to Company or an Affiliate at law or in equity or otherwise. Any provision of this Agreement may be amended, supplemented, modified or waived if, but only if, such amendment, supplement, modification or waiver is in writing and is signed by all the parties hereto.

(g)Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(h)Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile or other electronic means.

(i)Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof and, except as provided in Section 2(f) hereof, is not intended to and shall not confer upon any Person other than the parties any rights or remedies hereunder. The parties agree that time is of the essence with respect to the performance of all obligations provided in this Agreement and effectuation of the transactions contemplated thereby.

(j)Specific Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York State Court sitting in the borough of Manhattan in the city of New York or any Federal Court sitting in the borough of Manhattan in the city of New York, this being in addition to any other remedy to which they are entitled at law or in equity.

(k)Rules of Construction. Unless the context otherwise requires, the singular shall include the plural and vice-versa, each pronoun in any gender shall include all other genders, and provisions apply to successive events and transactions. The words “hereof,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

HSW INTERNATIONAL, INC.
By:	/s/ Bradley T. Zimmer
Name: Bradley Zimmer
Title: Secretary

	AFFILIATES
MAILING ADDRESS:
	DEUTSCHE BANK AKTIENGESELLSCHAFT
	By:
	Name:
Fax:	Title:
	ASHFORD CAPITAL MANAGEMENT, INC.
	By:
	Name:
Fax:	Title:
	/s/ Kevin Jones
	Kevin Jones
Fax:
	/s/ Theodore P. Botts
	Theodore P. Botts
Fax:

~ Affiliate signatures continue on the next page ~

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~ continuation of Affiliate signatures ~

	/s/ J. David Darnell
	J. David Darnell
Fax:
	/s/ Heinz-Gerd Stein
	Dr. Heinz-Gerd Stein
Fax:
	/s/ Larrie A. Weil
	Larrie A. Weil
Fax:

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EX-10.8

Exhibit 10.8

Execution Copy

THIS WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF COUNSEL THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE THE ACT OR THE SECURITIES LAWS OF ANY STATE.

WARRANT

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
HSW INTERNATIONAL, INC.

Date of Issuance:  October 2, 2007

THIS CERTIFIES that, for value received, HowStuffWorks, Inc., with offices at One Capital City Plaza, 3350 Peachtree Rd., Suite 1500, Atlanta, GA 30326, or registered assigns, (the “Holder”) is entitled to purchase, subject to the provisions of this warrant, five hundred thousand (500,000) shares of Common Stock (the “Aggregate Number”) of HSW INTERNATIONAL, INC., a Delaware corporation with offices at One Capital City Plaza, 3350 Peachtree Rd., Suite 1500, Atlanta, GA 30326 (the “Company”), at any time after the date hereof (the “Commencement Date”) and prior to the Expiration Date (as defined below), as follows:

(i)            150,000 shares of Common Stock (the “Darnell Shares”) at the price of $3.50 per share (the “Darnell Exercise Price”);

(ii)           50,000 shares of Common Stock (the “Botts A Shares”) at the price of $9.89 per share (the “Botts Exercise Price”);

(iii)          37,500 shares of Common Stock (the “Botts B Shares”) at the price of $6.40 per share (the “Six Forty Exercise Price”);

(iv)          12,500 shares of Common Stock (the “Botts C Shares”) at the price of $9.02 per share (the “Nine Zero Two Exercise Price”);

(v)           50,000 shares of Common Stock (the “Jones A Shares”) at the price of $15.75 per share (the “Fifteen Seventy Five Exercise Price”; the Darnell Exercise Price, Botts Exercise Price, Six Forty Exercise Price and Fifteen Seventy Five Exercise Price are each sometimes referred to in this Warrant as the “Exercise Price”);

(vi)          37,500 shares of Common Stock (the “Jones B Shares”) at the Six Forty Exercise Price;

(vii)         12,500 shares of Common Stock (the Jones C Shares”) at the Nine Zero Two Exercise Price;

(viii)        37,500 shares of Common Stock (the “Stein A Shares”) at the Six Forty Exercise Price;

(ix)           12,500 shares of Common Stock (the “Stein B Shares”) at the Nine Zero Two Exercise Price;

(x)            50,000 shares of Common Stock (the “Weil A Shares”) at the Fifteen Seventy Five Exercise Price;

(xi)           37,500 shares of Common Stock (the “Weil B Shares”) at the Six Forty Exercise Price; and

(xii)          12,500 shares of Common Stock (the “Weil C Shares”) at the Nine Zero Two Exercise Price.

This warrant is hereinafter referred to as the “Warrant,” and the shares of Common Stock issued or issuable pursuant to the terms hereof are hereinafter sometimes referred to as “Warrant Shares.”

ARTICLE I

CERTAIN DEFINITIONS

For all purposes of this Warrant, unless the context otherwise requires, the following terms shall have the following respective meanings:

“Act”: the federal Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Aggregate Number”: has the meaning set forth in the Preamble.

“Certificate of Incorporation:” the Certificate of Incorporation of the Company, as amended, in effect on the date hereof.

“Common Stock”: the Company’s Common Stock, par value $0.001 per share.

“Closing Prices”: means, for a given trading day:

(a)           If the primary market for the security in question is a national securities exchange registered under the Securities Exchange Act or other market or quotation system in which last sale transactions are reported on a contemporaneous basis, the last reported sales price, regular way, of such security for such day, or, if there has not been a sale on such trading day, the highest closing or last bid quotation therefor on such trading day (excluding, in any case, any price that is not the result of bona fide arm’s length trading); or

(b)           If the primary market for such security is not an exchange or quotation system in which last sale transactions are contemporaneously reported, the highest

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closing or last bona fide bid or asked quotation by disinterested Persons in the, over-the-counter market on such trading day as reported by the National Association of Securities Dealers through its Automated Quotation System or its successor or such other generally accepted source of publicly reported bid quotations as the Holder designates.

“Commencement Date”: has the meaning set forth in the Preamble.

“Commission”: the Securities and Exchange Commission, or any other federal agency then administering the Act.

“Company”: has the meaning set forth in the Preamble.

“Exercise Amount”: has the meaning set forth in Section 2.1.

“Expiration Date”: means:

(a)           With respect to the Darnell Shares, the earlier of (i) July 29, 2009 or (ii) 90 days following the termination of J. David Darnell’s employment by the Company;

(b)           With respect to the Botts A Shares, the earlier of (i) November 3, 2011 or (ii) 90 days following the termination of Theodore P. Botts’ membership on the Board of Directors of the Company;

(c)           With respect to the Botts B Shares, the earlier of (i) August 28, 2012 or (ii) 90 days following the termination of Theodore P. Botts’ membership on the Board of Directors of the Company;

(d)           With respect to the Botts C Shares, the earlier of (i) October 1, 2014 or (ii) 90 days following the termination of Theodore P. Botts’ membership on the Board of Directors of the Company;

(e)           With respect to the Jones A Shares, Jones B Shares, Jones C Shares, Stein A Shares, Stein B Shares, Weil A Shares, Weil B Shares or Weil C Shares, 90 days following the date hereof.

“Fair Market Value Per Share”: shall be the “Fair Market Value” of the Common Stock on a per share basis.

“Fair Market Value”: means:

(a)           If the stock is listed on an established stock exchange or exchanges (including for this purpose, the NASDAQ Global Market), the closing sale price of the stock quoted for such date as reported in the transactions index of each such exchange, as published in The Wall Street Journal and determined by the Board of Directors of the Company, or, if no sale price was quoted in any such index for such date, then as of the next preceding date on which such a sale price was quoted; and

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(b)           As to all securities not regularly traded in the securities markets and other property, the fair market value of such securities or property as determined in good faith by the written resolution of the Board of Directors of the Company.

“Person”: any individual, corporation, partnership, trust, unincorporated organization and any government, and any political subdivision, instrumentality or agency thereof.

“Securities Exchange Act”: the federal Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Stock Combination”: has the meaning set forth in Section 5.1(a)(iii).

“Stock Dividend”: has the meaning set forth in Section 5.1(a)(i).

“Stock Subdivision”: has the meaning set forth in Section 5.1(a)(ii).

“Subsidiary” means, as to a Person, any corporation, partnership, or other entity of which more than 50% of the outstanding capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, or other entity is at the time, directly or indirectly, owned by or otherwise controlled by such Person, but in no event shall Subsidiary include HSW International, Inc. or its Subsidiaries.

“Transaction”: has the meaning set forth in Section 5.2.

“Warrant Office”: has the meaning set forth in Section 3.1.

“Warrant Shares”: has the meaning set forth in the Preamble.

ARTICLE II

EXERCISE OF WARRANT

2.1           Right to Exercise. At any time after the Commencement Date and on or before the Expiration Date, the Holder, in accordance with the terms hereof, may exercise this Warrant, in whole at any time or in part from time to time, by delivering this Warrant at the Warrant Office designated pursuant to Section 3.1, together with (a) a written notice, in substantially the form of the Subscription Notice attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the Darnell Shares, Botts A Shares, Botts B Shares, Botts C Shares, Jones A Shares, Jones B Shares, Jones C Shares, Stein A Shares, Stein B Shares, Weil A Shares, Weil B Shares or Weil C Shares, as the case may be, and the number of such shares, with respect to which this Warrant is being exercised (the “Exercise Amount”); and (b) payment of the applicable Exercise Price in U.S. dollars.

2.2           Payment of Exercise Price.  Payment of the applicable Exercise Price shall be made to the Company in cash or other immediately available funds.  The amount

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of the aggregate Exercise Price to be paid shall equal the product of (i) the Exercise Amount multiplied by (ii) the applicable Exercise Price per share.

2.3           Issuance of Shares of Common Stock.  Upon receipt by the Company of this Warrant at its Warrant Office in proper form for exercise, and accompanied by payment of the applicable Exercise Price as aforesaid, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that certificates representing such shares of Common Stock may not then be actually delivered.  Upon such surrender of this Warrant and payment of the applicable Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to, or upon the written order of, the Holder (and in such name or names as the Holder may designate) a certificate or certificates for the Exercise Amount.

2.4           Fractional Shares. The Company shall not be required to deliver fractions of shares of Common Stock upon exercise of this Warrant.  If any fraction of a share of Common Stock would be deliverable upon an exercise of this Warrant, the Company may, in lieu of delivering such fraction of a share of Common Stock, make a cash payment to the Holder in an amount equal to the same fraction of the Fair Market Value Per Share determined as of the business day immediately preceding the date of exercise of this Warrant.

2.5           Partial Exercise. In the event of a partial exercise of this Warrant, the Company shall issue to the Holder a Warrant in like form for the unexercised portion thereof.

2.6           Shares to be Fully Paid and Nonassessable.  All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable.

2.7           Legend on Warrant Shares.  Each certificate for shares initially issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, shall bear the following legend (and any additional legend required by (i) any national securities exchanges upon which such shares may, at the time of such exercise, be listed or under applicable securities laws, or (ii) applicable state securities laws):

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state.  They may not be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of in the absence of registration under the Act and all applicable securities laws, unless an exemption from registration is available.

Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act of the securities represented thereby) shall also bear the above legend unless, in the opinion of counsel to the Company, which counsel and opinion are both reasonably satisfactory to the Company, the securities represented thereby need no longer be subject to the restrictions on transferability.  The provisions of Article IV shall be binding upon all subsequent holders of this Warrant.

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2.8           Acknowledgment of Continuing Obligation.  The Company shall, at the time of any exercise of this Warrant, upon request of the Holder hereof, acknowledge in writing its continuing obligation to such Holder in respect of any rights to which the Holder shall continue to be entitled after exercise in accordance with this Warrant; provided, however, that the failure of the Holder to make any such request shall not affect the continuing obligation of the Company to the Holder in respect of such rights.

2.9           Acquisition for Investment.  Unless a current registration statement under the Act is in effect with respect to the Warrant Shares, the Holder hereof, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of securities acquired upon exercise hereof, such Holder will deliver to the Company a written statement that the securities acquired by the Holder upon exercise hereof are for the account of the Holder for investment and are not acquired with a view to, or for sale in connection with, any public distribution thereof (or any portion thereof) and with no present intention (at any such time) of publicly offering and distributing such securities or any portion thereof.  The Holder will comply with all applicable provisions of state securities laws.

ARTICLE III

WARRANT OFFICE; TRANSFER
OF WARRANT

3.1           Warrant Office.  The Company shall maintain an office for certain purposes specified herein (the “Warrant Office”), which office shall initially be the Company’s offices set forth in the Preamble, and may subsequently be such other office of the Company or of any transfer agent of the Common Stock in the continental United States as to which written notice has previously been given to the Holder.

3.2           Ownership of Warrant.  The Company may deem and treat the Person in whose name this Warrant is registered as the Holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer as provided in this Article III.

3.3           Transfer of Warrant.  The Company agrees to maintain at the Warrant Office books for the registration of permitted transfers of this Warrant.  Subject to the provisions of Article IV, this Warrant and all rights hereunder are transferable on the books at that office, upon surrender of this Warrant at that office, together with a written assignment of this Warrant duly executed by the Holder hereof or its duly authorized agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of the transfer.  Subject to Article IV, upon surrender and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the Person or Persons designated by the Holder, and this Warrant shall promptly be canceled.

3.4           Expenses of Delivery of Warrants.  The Company shall pay all expenses, taxes (other than transfer taxes), and other charges payable in connection with the preparation,

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issuance and delivery of new Warrants hereunder.  Notwithstanding the foregoing, the Company shall not be responsible for the payment of federal, state or local income taxes for the Holder hereof for which the Holder is or may become liable for as a result of the exercise of this Warrant or the issuance of Warrant Shares as a result of such exercise.

ARTICLE IV

RESTRICTIONS ON TRANSFER

4.1           Restrictions on Transfer.

(a)           Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant shall not be exercisable or transferable except upon the conditions specified in this Article IV, which conditions are intended, among other things, to insure compliance with the provisions of the Act in respect of the exercise or transfer of the Warrant.

(b)           The Holder, by acceptance hereof, agrees that it will not transfer this Warrant prior to delivery to the Company of any required opinion of the Holder’s counsel (as the opinion and counsel are described in Section 4.2 hereof).  Notwithstanding the foregoing, this Warrant may be transferred without need for such opinion to a Subsidiary or affiliate of Holder, provided the Company is given written notice of such transfer promptly following the transfer, stating the name and address of such transferee.

(c)           In addition to the restrictions on transfer set forth in Section 4.1(a) and 4.1(b), the Holder acknowledges that the shares of Common Stock issuable upon the exercise of this Warrant are subject to certain restrictions contained in that certain Amended and Restated Stockholders Agreement, dated January 29, 2007, among the Company, the Holder and Wei Zhou.

4.2           Opinion of Counsel.  In connection with any transfer of this Warrant, the following provisions shall apply:

(a)           If in the opinion of counsel (which opinion is  reasonably satisfactory to the Company), a proposed transfer of this Warrant may be effected without registration of this Warrant under the Act, the Holder shall be entitled to transfer this Warrant in accordance with the proposed method of disposition; provided, however, that if the method of disposition would, in the opinion of such counsel, require that the Company take any action or execute and file with the Commission or deliver to the Holder or any other Person any form or document in order to establish the entitlement of the Holder to take advantage of such method of disposition, the Company agrees, at the cost of the Holder, to promptly take any necessary action or execute and file or deliver any necessary form or document.  Notwithstanding the foregoing, in no event will the Company be obligated to effect a registration under the Act so as to permit the proposed transfer of this Warrant.

(b)           If in the opinion of such counsel (such opinion to be reasonably satisfactory to the Company), the proposed transfer of this Warrant may not be effected without registration of this Warrant under the Act, the Holder shall not be entitled to transfer this Warrant until such registration is effective.

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ARTICLE V

ADJUSTMENTS

Prior to the Expiration Date, the Exercise Price and the number of Warrant Shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Article V.

Under certain conditions, the Aggregate Number and applicable Exercise Price are subject to adjustment as set forth in this Article 5.

5.1           Adjustment.  If (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed in respect of such shares of Common Stock or any stock or securities received with respect to such Common Stock, through merger, consolidation, sale or exchange of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off, split-off or other distribution with respect to such shares of Common Stock (or any stock or securities received with respect to such Common Stock), or (ii) the value of the outstanding shares of Common Stock is reduced by reason of an extraordinary dividend payable in cash or property, an appropriate and proportionate adjustment may be made in the Aggregate Number and applicable Exercise Price.

5.2.          No Fractional Shares.  In computing adjustments under this Section 5.1, no fractional interests in Common Stock shall be issued, and the Company shall instead make any such payments to the Holder in cash.

5.3           Notices.

(a)           Notice of Proposed Actions.  In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock, (B) to effect any reclassification of its Common Stock, (C) to effect any recapitalization, stock subdivision, stock combination, or other capital reorganization, (D) to effect any consolidation or merger, share exchange, or sale, lease, or other disposition of all or substantially all of its property, assets, or business, (E) to effect the liquidation, dissolution, or winding up of the Company, or (F) to effect any other action which would require an adjustment under this Article V, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution, or rights, or the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up, or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action.  Such notice shall be so given in the case of any action covered by clause (A) above at least 5 days prior to the record date for determining holders of the Common Stock for

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purposes of such action and, in the case of any other such action, at least 5 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

(b)           Adjustment Notice.  Whenever the Aggregate Number and applicable Exercise Price is to be adjusted pursuant to this Article 5, unless otherwise agreed by the Holder, the Company shall promptly (and in any event within 10 business days after the event requiring the adjustment) prepare a certificate signed by the chief financial officer of the Company, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment is to be calculated.  The certificate shall set forth, if applicable, a description of the basis on which the Board of Directors in good faith determined, as applicable, the Fair Market Value Per Share, the fair market value of any evidences of indebtedness, shares of stock, other securities, warrants, other subscription or purchase rights, or other property, the new Aggregate Number and applicable Exercise Price and, if applicable, any new securities or property to which the Holder is entitled.  The Company shall promptly cause a copy of such certificate to be delivered to the Holder.  The Company shall keep at its Warrant Office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder or any prospective purchaser of the Warrant (in whole or in part) if so designated by the Holder.

(c)           Termination Notice.  Immediately following (x) the termination of J. David Darnell’s employment by the Company or (y) the termination of Theodore P. Botts’ membership on the Board of Directors of the Company, the Company shall provide the Holder with written notice thereof.

ARTICLE VI

NO DILUTION OR IMPAIRMENT

The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Article V hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment.  Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.

ARTICLE VII

RESERVATION OF SHARES

The Company covenants and agrees that it will reserve and set apart and have at all times, free from preemptive rights, a number of shares of authorized but unissued Common Stock or

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other securities or property deliverable upon the exercise of this Warrant sufficient to enable it at any time to fulfill all its obligations hereunder.

ARTICLE VIII

MISCELLANEOUS

8.1           Entire Agreement.  This Warrant contains the entire agreement between the holder hereof and the Company with respect to the purchase of the Warrant Shares and supersedes all prior arrangements or understandings with respect thereto.

8.2           Waiver and Amendment.  Any term or provision of this Warrant may be waived at any time by the party that is entitled to the benefits thereof, and any term or provision of this Warrant may be amended or supplemented at any time by agreement of the holder hereof and the Company, except that any waiver of any term or condition, or any amendment or supplementation, of this Warrant must be in writing.  A waiver of any breach or failure to enforce any of the terms or conditions of this Warrant shall not in any way affect, limit or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with any term or condition of this Warrant.

8.3           Illegality.  In the event that any one or more of the provisions contained in this Warrant shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in any other respect and the remaining provisions of this Warrant shall not, at the election of the party for whom the benefit of the provision exists, be in any way impaired.

8.4           Filing of Warrant.  A copy of this Warrant shall be filed in the records of the Company.

8.5           Notice.  Any notice or other document required or permitted to be given or delivered to the Holder hereof shall be delivered personally, or sent by certified or registered mail, to the Holder at the last address shown on the books of the Company maintained at the Warrant Office for the registration of, and the registration of transfer of, the Warrant or at any more recent address of which the Holder hereof shall have notified the Company in writing.  Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Warrant Office, attention:  Chief Executive Officer, or such other address within the United States of America as shall have been furnished by the Company to the Holder.

8.6           Limitation of Liability; Not Stockholders.  No provision of this Warrant shall be construed as conferring upon the Holder the right to vote, consent, receive dividends or receive notice other than as herein expressly provided in respect of meetings of stockholders for the election of directors of the Company or any other matter whatsoever as a stockholder of the Company.  No provision hereof, in the absence of affirmative action by the Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Warrant Shares or as a

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stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

8.7           Loss, Destruction, Etc. of Warrant.  Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of the Warrant, and in the case of any such loss, theft or destruction, upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company, or in the event of such mutilation, upon surrender and cancellation of the Warrant, the Company will make and deliver a new Warrant, of like tenor, in lieu of such lost, stolen, destroyed or mutilated Warrant.  Any Warrant issued under the provisions of this Section 8.7 in lieu of any Warrant alleged to be lost, destroyed or stolen, or in lieu of any mutilated Warrant, shall constitute an original contractual obligation on the part of the Company.

8.8           Successors and Assigns.  This Warrant shall inure to the benefit of and be binding upon any successor-in-interest to Holder (by way of merger or consolidation).

8.9           Governing Law.  THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE.

[Signature on Following Page]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its duly authorized officer.

THE “COMPANY”
HSW INTERNATIONAL, INC.
By:	/s/ Bradley T.Zimmer
	Name: Bradley T.Zimmer
	Title:   Secretary

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EXHIBIT A

SUBSCRIPTION NOTICE

To:

1.             The undersigned, pursuant to the provisions of the attached Warrant, hereby elects to exercise this Warrant with respect to (i) ________ Darnell Shares, (ii) ________ Botts A Shares, (iii) ________ Botts B Shares, (iv) ________  Botts C Shares, (v) ________ Jones A Shares, (vi) ________ Jones B Shares, (vii) ________  Jones C Shares, (viii) ________ Stein A Shares, (ix) ________ Stein B Shares, (x) ________ Weil A Shares, (xi) ________ Weil B Shares or (xii) ________ Weil C Shares, in each case, of HSW INTERNATIONAL, INC.  Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the attached Warrant.

2.             The undersigned herewith tenders payment for such .

3.             Please issue a certificate or certificates representing the shares issuable in respect hereof under the terms of the attached Warrant, as follows:

(Name of Record Holder/Transferee)

and deliver such certificate or certificates to the following address:

(Address of Record Holder/Transferee)

4.             The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.  The undersigned acknowledges that the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the risks and merits of its investment in the Company and has the capacity to protect its own interests in connection with the investment in the Company.

Signed this ____ day of ________________, 200__.
	HOWSTUFFWORKS, INC.
	By:
		Name:
		Title:

EX-99.1

Exhibit 99.1

HSW International, Inc. Completes Merger

With INTAC International, Inc.

ATLANTA, Georgia—October 2, 2007—HSW International, Inc. (NASDAQ: HSWI), a developer and operator of Internet businesses focused on providing consumers in the world’s emerging digital economies with locally relevant, high quality information, today announced that it has completed its previously announced merger with INTAC International, Inc. (NASDAQ: INTN).

Shares of common stock of the merged company, which is incorporated in Delaware and headquartered in Atlanta, are expected to start trading Wednesday, October 3, 2007 on the NASDAQ Global Market under the symbol HSWI.  Completion of the merger follows its approval by a majority of INTAC’s shareholders on August 13, 2007.

As a result of the merger, INTAC International has become a wholly-owned subsidiary of HSW International, and INTAC International’s stock will no longer be quoted on NASDAQ.  Under terms of the transaction, INTAC shareholders are entitled to exchange their INTAC shares for an equal number of shares in HSW International’s stock.

Additional details on the merger and companies involved in this transaction are available in HSW International’s Form S-4 Registration Statement, which can be accessed from the Securities and Exchange Commission’s website (www.sec.gov) or from HSW International’s website (www.hswinternational.com).

About HSW International, Inc.

HSW International, Inc. (NASDAQ: HSWI) develops and operates Internet businesses focused on providing consumers in the world’s emerging digital economies with locally relevant, high quality information.   The Company is headquartered in Atlanta and incorporated in Delaware.  HSW International is the exclusive licensee for the translation and publication of certain content from HowStuffWorks, Inc. in China and Brazil.

Forward-Looking Statements

This press release contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will” and “may”. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of HSW International. Relevant risks and uncertainties include those referenced in HSW International’s filings with the SEC, including the registration statement on Form S-4, and include but are not limited to: general industry conditions and competition; general economic conditions, such as interest rate and currency exchange rate fluctuations; economic and industry conditions specific to China and Brazil,

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such as the state of the telecommunications and internet infrastructure in China and Brazil and uncertainty regarding protection of intellectual property in China and Brazil; challenges inherent in developing an online business in China and Brazil, including obtaining regulatory approvals and adjusting to changing political and economic policies; governmental laws and regulations, including unclear and changing laws and regulations related to the internet sector in China; restrictions on certain intellectual property under agreements with third parties. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. HSW International assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

For Further Information:

HSW International Investor Relations

telephone: +1 (404) 926-0660

email: ir@hswint.com

or

Brion Tingler

Gavin Anderson & Co.

telephone: +1 212 515 1941

email: btingler@gavinanderson.com

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