Exhibit 10.13


 


INVESTOR RIGHTS AGREEMENT


 


This
INVESTOR RIGHTS AGREEMENT is made as of the 1st day of March, 2004, by and
among QUOTESMITH.COM, INC., a Delaware corporation (the “Company”),
ZIONS BANCORPORATION, a Utah corporation (“Zions”),
and the individuals listed on the signature pages hereto, each of whom is
herein referred to individually as an “Identified Stockholder”.  The Company, Zions and each of the Identified
Stockholders are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
the Company and Zions are parties to a Stock Purchase Agreement, of even date
herewith (the “Stock Purchase Agreement”);


 


WHEREAS,
in order to induce the Zions to enter into the Stock Purchase Agreement and to
invest funds in the Company pursuant to the Stock Purchase Agreement, each of
the Identified Stockholders and the Company have agreed to enter into this
Agreement with Zions.


 


NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


Definitions.  For purposes of this Agreement, the following
terms shall have the followings meanings:


 


“Additional Stock” has the meaning
set forth in Section 0 of this Agreement.


 


“Affiliate” has the meaning specified
in Rule 12b-2 under the Exchange Act.


 


 “Agreement”
means this Investor Rights Agreement, dated as of the date set forth above, by
and among the Company, Zions and the Identified Stockholders, as amended,
restated, supplemented or modified from time to time.


 


 “APA” means
the Asset Purchase Agreement, dated as of January 31, 2004, by and among
the Company, Life Quotes Acquisition, Inc. and Kenneth L. Manley.


 


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


 


                  “Common
Stock” has the meaning set forth in the Stock Purchase
Agreement.


 


                        “Company”
has the meaning set forth in the preamble to this Agreement.


 


         “Company Option Period”
has the meaning set forth in Section 5.2(b) of this Agreement.


 


 “Contract”
or “Contracts” means any mortgage,
indenture, security agreement, evidence of Indebtedness, lease, license,
agreement, understanding, instrument, undertaking or other contract.


 


“ESPP” means the 1999 Employee Stock
Purchase Plan as in effect on the date of this Agreement.


 


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


 


“Exempt Transactions” means any sale
or other disposition of Common Stock by the Seller Parties, taken as a whole,
which does not result in sales or other dispositions in excess of 200,000
shares of Common Stock in any three (3) month period.


 


“Form S-3” means such form under
the Securities Act as in effect on the date hereof or any registration form
under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.


 


“Fully Diluted Basis” means (without
duplication) issued and outstanding shares of Common Stock plus (i) shares
of any class or series of capital stock of the Company or its Subsidiaries that
votes together with the Common Stock, (ii) shares of Common Stock issuable
pursuant to or upon the conversion, exercise or exchange of all rights set
forth in agreements (written or oral), plans, warrants, puts, calls, options,
convertible securities or other commitments or securities convertible into,
exchangeable or exercisable for, shares of Common Stock or any class or series
of capital stock of the Company or its Subsidiaries that votes together with
the Common Stock; (iii) 426,821 shares of Common Stock reserved for
issuance pursuant to the Option Plan; (iv) 63,929 shares of Common Stock
reserved for issuance pursuant to the ESPP; (v) 300,000 shares of Common
Stock reserved for issuance to employees of Life Quotes, Inc. retained by
the Company as contemplated by Section 7.4(b) of the APA (the “Life Quotes Options”) and (vi) 50,000
shares of Common Stock reserved for issuance pursuant to the Stock Option
Agreement,


 

















 


effective as of December 1,
2001, between the Company and Prospector Partners Connecticut Fund, L.P., a
Delaware limited partnership (the “Prospector Options”).


 


“GAAP” means generally accepted
accounting principles as in effect from time to time in the United States
applied on a consistent basis throughout the period involved.


 


“Governmental Entity” means any
governmental or regulatory authority, agency, commission, body, corporation,
court, tribunal or other governmental entity or authority of any kind or
nature.


 


“Guarantee” means, with respect to
any Person, all obligations of such Person which in any manner directly or
indirectly guarantee or assure, or in effect guarantee or assure, the payment
or performance of any Indebtedness, dividend or other obligations of any other
Person (the “guaranteed obligations”), or
assure or in effect assure the holder of the guaranteed obligations against
loss in respect thereof, including any such obligations incurred through an
agreement, contingent or otherwise: 23.1.1.1 to purchase the guaranteed
obligations or any property constituting security therefor; 23.1.1.2 to
advance or supply funds for the purchase or payment of the guaranteed
obligations or to maintain a working capital or other balance sheet condition;
or 23.1.1.3 to lease property or to purchase any debt or equity securities
or other property or services.


 


“Holder” means any
Person owning or having the right to acquire Registrable Securities or any
assignee or transferee thereof in accordance with Section 0 hereof.


 


“Identified Stockholder”
has the meaning set forth in the preamble to this Agreement.


 


“Indebtedness” of any Person means
all obligations of such Person (i) for borrowed money, (ii) evidenced
by notes, bonds, debentures or similar instruments, (iii) for the deferred
purchase price of goods or services (other than trade payables or accruals
incurred in the ordinary course of business), (iv) under capital leases
and (v) in the nature of Guarantees of the obligations described in
clauses (i) through (iv) above of any other Person.


 


“Intellectual Property Rights” has
the meaning set forth in Section 2.10 to the Stock Purchase Agreement.


 


“Investor” means
Zions, its Affiliates and their respective successors or any transferee or
assignee of all of the shares of Common Stock purchased by Zions pursuant to
the Stock Purchase Agreement.


 


“Investor Offer Price”
has the meaning set forth in Section 5.2(a) of this Agreement.


 


“Investor Offered Shares”
has the meaning set forth in Section 5.2(a) of this Agreement.


 


“Investor Option Period” has the
meaning set forth in Section 5.1(b) of this Agreement.


 


“Investor Tag-Along Notice” has the
meaning set forth in Section 3.3(c) of this Agreement.


 


“Investor Transfer Notice”
has the meaning set forth in Section 5.2(a) of this Agreement.


 


“Investor Director”
has the meaning set forth in Section 3.5(a) of this Agreement.


 


“Liability” or “Liabilities”
means any liability (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, and whether due or to become due), including any
liability for Taxes.


 


“Lien” or “Liens”
means, with respect to any Person, any security interest, claim, pledge,
mortgage, charge, option, assignment, hypothecation, encumbrance, attachment,
garnishment, sequestration, forfeiture, execution or other voluntary or
involuntary lien upon or affecting the revenues of such Person or any real or
personal property in which such Person has or hereafter acquires any interest.


 


“Majority Holders” has the meaning
set forth in Section 2.1(a) of this Agreement.


 


“Material Adverse Effect” means a
material adverse effect upon the condition (financial or otherwise), business,
properties, assets, results of operations or prospects of the Company and its
Subsidiaries, taken as a whole, or upon the validity or enforceability of this
Agreement, the Stock Purchase Agreement or the shares of Common Stock, or upon
the ability of the Company to perform its obligations hereunder or under the
Stock Purchase Agreement, or upon the rights of the Investor hereunder or
thereunder.


 


“Nasdaq” means The
Nasdaq Stock Market, Inc.


 


“Notice” has the
meaning set forth in Section 0(a) of this Agreement.


 


“Option Plan” means
the Company’s 1997 Stock Option Plan as in effect on the date of this
Agreement.


 


“Party” or “Parties” have the
meanings set forth in the preamble to this Agreement.


 


“Person” means any
individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust, business
trust, association, organization, Governmental Entity or other entity of any
kind or nature.


 


“Prohibited Transferee” means any
Person that is listed on Schedule A attached hereto.


 


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


 


“Registrable Securities”
means any 23.1.1.4 Common Stock purchased pursuant to the Stock Purchase
Agreement and (ii) Common Stock of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of the shares referenced in clause (i) above.


 


The number of
shares of “Registrable
Securities then outstanding” shall be determined by the number
of shares of Common Stock outstanding which are, and the number of shares of
Common Stock issuable pursuant to then exercisable or convertible securities
which are, Registrable Securities.


 


“SEC” means the
United States Securities and Exchange Commission and any successor commission
or agency having similar powers.


 


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


 


“Seller Party” or “Seller Parties” has the meaning set
forth in Section 3.3(a) of this Agreement.


 


“Stock Purchase Agreement”
shall have the meaning set forth in the recitals to this Agreement.


 


“Stockholder Offer Price” has the
meaning set forth in Section 5.1(a) of this Agreement.


 


“Stockholder Offered Shares” has the
meaning set forth in Section 5.1(a) of this Agreement.


 


“Stockholder Offeror” has the meaning
set forth in Section 5.1(a) of this Agreement.


 


“Stockholder Option Period” has the
meaning set forth in Section 5.2(b) of this Agreement.


 


“Stockholder Transfer Notice” has the
meaning set forth in Section 5.1(a) of this Agreement.


 


“Subsidiary” or “Subsidiaries”
means, with respect to any Person, any entity, whether incorporated or
unincorporated, of which at least a majority of the securities or ownership
interests having by their terms ordinary voting power to elect a majority of
the board of directors or other Persons performing similar functions is
directly or indirectly owned or controlled by such Person or by one or more of
its Subsidiaries or by such Person and one or more of its Subsidiaries.  As of the date of execution of this
Agreement, the Company has only two Subsidiaries, Insure.com, Inc., a
Delaware corporation, and Life Quotes Acquisition, Inc., a Delaware
corporation.


 


“Tag-Along Allotment” has the meaning
set forth in Section 3.3(a) of this Agreement.


 


“Tag-Along Notice Date” has the
meaning set forth in Section 3.3(a) of this Agreement.


 


“Tag-Along Sale” has the meaning set
forth in Section 3.3(a) of this Agreement.


 


“Tag-Along Sale Date” has the meaning
set forth in Section 3.3(b) of this Agreement.


 


“Tag-Along Sale Notice” has the
meaning set forth in Section 3.3(b) of this Agreement.


 


“Tax” and “Taxes” means
all federal, state, local and foreign taxes, charges, fees, customs, duties,
levies or other assessments, however denominated, including, without
limitation, all net income, gross income, profits, gains, gross receipts,
sales, use, value added, goods and services, capital, production, transfer,
franchise, windfall profits, license, withholding, payroll, employment,
disability, employer health, excise, estimated, severance, stamp, occupation,
property, environmental, unemployment, capital stock or any other taxes,
charges, fees, customs, duties, levies or other assessments of any nature
whatsoever, together with all interest, penalties and additions imposed with
respect to such amounts and any interest in respect of such penalties and
additions.


 


“Transfer” means to transfer, sell,
assign, pledge, hypothecate, give, create a security interest in or Lien on,
place in trust (voting or otherwise), assign or in any other way encumber or
dispose of, directly or indirectly and whether or not by operation of law or
for value, any shares of Common Stock.


 


“Violation” has the
meaning set forth in Section 23.1.1.13 of this Agreement.


 


Registration
Rights.  The Company
hereby covenants and agrees as follows:


 


Request for Registration By the Holders.


 


If the Company shall receive at any time after the
date hereof a written request from the Holders of fifty percent (50%) or more
of the Registrable Securities then outstanding (the “Majority
Holders”) that the Company file a registration statement
under the Securities Act covering the registration of at least ten percent
(10%) of the Registrable Securities then outstanding, then the Company shall:


 


within ten (10) days of the
receipt thereof, give written notice of such request to all other Holders; and use
commercially reasonable efforts to effect as soon as practicable the
registration under the Securities Act of all Registrable Securities which the
Majority Holders request to be registered and which all other


 


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Holders request to be registered in
writing within thirty (30) days after the sending of such notice by the Company
pursuant to subsection 2.1(a)(i).


 


If the Majority Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
subsection 2.1(a) and the Company shall include such information in
the written notice referred to in subsection 0.  The underwriter shall be selected by the
Majority Holders, subject to the approval of the Company (which approval shall
not be unreasonably withheld or delayed). 
In such event, the right of any Holder to include its Registrable
Securities in such registration shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
(together with the Company as provided in subsection 0) with the
underwriter or underwriters selected for such underwriting and shall execute
any custody agreement, power of attorney 
or other related document in customary form as may be required by any
such underwriting agreement. 
Notwithstanding any other provision of this Section 0, if the
underwriter advises the Majority Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Majority Holders shall so advise all Holders of Registrable Securities which
would otherwise be underwritten pursuant hereto, and shares shall be included
in such underwriting according to the following priorities: 23.1.1.5 first,
pro rata among the Holders of Registrable Securities according to the total
amount of Registrable Securities entitled to be included therein by each Holder
of Registrable Securities and 23.1.1.6 lastly, pro rata among any
other holders of the Company’s securities seeking registration.


 


Notwithstanding the foregoing, if the Company shall
furnish to the Majority Holders within five (5) business days after they
request a registration statement pursuant to this Section 0, a certificate
signed by the Chief Executive Officer of the Company stating that in the
reasonable business judgment of the Board of Directors, it would not be in the
best interests of the Company and its stockholders for such registration
statement to be filed and it is therefore prudent to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than ninety (90) days
after receipt of the request of the Majority Holders; provided, however, that the Company may not
utilize this right more than once (1) in any twelve (12) month period.


 


In addition, the Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to this Section 0:


 


for three hundred sixty (360) days
from the closing of the Stock Purchase Agreement;


 


for one hundred eighty (180) days
from declaration of the effectiveness of a registration statement filed by the
Company pursuant to this Section 0;


 


after the Company has effected
three (3) registrations pursuant to this Section 0 and such
registrations have been declared or ordered effective;


 


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 a date sixty (60) days after the effective date of, a
registration subject to Section 0 hereof; provided
that (i) the Company is using commercially reasonable efforts to cause
such registration statement to become effective and the Holders of Registrable
Securities shall have been entitled to join in such registration pursuant to
this Agreement and all Registrable Securities requested by the Holders to be
registered shall have been so registered and (ii) the delay of any
registration requested pursuant to Section 0, as a result of this
clause 0, shall not exceed an aggregate of one hundred eighty (180) days;
or


 


If the Majority Holders propose to
dispose of shares of Registrable Securities that may be immediately registered
on Form S-3 pursuant to a request made in accordance with Section 0
below.


 


 Company Registration.  If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders) any of its
stock under the Securities Act in connection with the public offering of such
stock solely for cash (other than a registration statement on Form S-4 or Form S-8
or any other form relating solely to the sale of securities to participants in
a Company stock plan, a registration on any form which does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities or a
registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities which are also being registered),
the Company shall, at such time, promptly give each Holder written notice of
such


 


4

















 


registration.  Upon the written request of any Holder given
within thirty (30) days after the sending of such notice by the Company, the
Company shall, subject to the provisions of Section 23.1.1.11, cause to be
registered under the Securities Act all of the Registrable Securities that each
such Holder has requested to be registered.


 


 Obligations of the Company.  Whenever required under this Section 0
to effect the registration of any Registrable Securities, the Company shall:


 


Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use commercially
reasonable efforts to cause such registration statement to become effective and
to keep such registration statement effective for the lesser of three hundred
sixty (360) days or until the distribution contemplated in the Registration
Statement has been completed; provided, however, that 23.1.1.7 such three
hundred sixty (360)-day period shall be extended for a period of time equal to
the period the Holder refrains from selling any securities included in such
registration at the request of an underwriter of Common Stock (or other
securities) of the Company; and 23.1.1.8 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 three hundred sixty (360)-day period shall be
extended, if necessary, to keep the registration statement effective until all
such Registrable Securities are sold.


 


Promptly prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.


 


Promptly furnish to the Holders such numbers of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


Use commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to qualify to
do business, subject itself to general taxation or file a general consent to
service of process in any such jurisdiction.


 


In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in
usual and customary form, with the underwriter or underwriters of such
offering.  Each Holder participating in
such underwriting shall also enter into and perform its obligations under such
an agreement.


 


Promptly notify each Holder of Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.


 


Cause all such Registrable Securities registered
pursuant hereto to be listed on any securities exchange or quoted on any
interdealer quotation system on which similar securities issued by the Company
are then listed or quoted, as the case may be, not later than the effective
date of such registration.


 


Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereto and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.


 


Furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 2, on the
date that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Section 0, 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, 23.1.1.9 an opinion,
dated 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, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities
and 23.1.1.10 a letter dated 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, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.


 


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 Furnish Information.  It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Section 0 with respect
to the Registrable Securities of any selling Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder’s Registrable
Securities.


 


 Expenses of Demand Registration.  All expenses (other than underwriting
discounts and commissions) incurred in connection with all registrations,
filings or qualifications pursuant to Section 0, including, without
limitation, all registration, filing and qualification fees, printers’ and
accounting fees, fees and disbursements of counsel for the Company and reasonable
fees and disbursements of one (1) counsel for the selling Holders (to be
selected by the Majority Holders, subject to the approval of the Company (which
approval shall not be unreasonably withheld or delayed)) shall be borne by the
Company; provided, however, that such
fees and disbursements of counsel for the selling Holders shall not exceed
$50,000;  provided,
further, that the Company shall not
be required to pay for any expenses of any registration proceeding begun
pursuant to Section 0 if the registration request is subsequently
withdrawn at the request of the Majority Holders (in which case all
participating Holders of Registrable Securities shall bear such expenses in
their entirety), unless the Majority Holders agree to forfeit one (1) demand
registration pursuant to Section 0; provided, further,
that if at the time of such withdrawal, the Majority Holders have learned of a
material adverse change in the condition (financial or otherwise), business,
properties, assets, results of operations or prospects of the Company or its
Subsidiaries from that known to the Majority Holders at the time of their
request and have withdrawn the request with reasonable promptness following
disclosure by the Company of such material adverse change, then the Majority
Holders shall not be required to pay any of such expenses and shall retain
their rights pursuant to Section 0.


 


 Expenses of Company Registration.  The Company shall bear and pay all expenses
incurred in connection with any registration, filing or qualification of
Registrable Securities with respect to any registration pursuant to Section 0
for each Holder, including, without limitation, all registration, filing and
qualification fees, printers’ and accounting fees, fees and disbursements of
counsel for the Company and reasonable fees and disbursements of one (1) counsel
for the selling Holders (to be selected by the Holders of a majority of the
Registrable Securities to be registered, subject to the approval of the Company
(which approval shall not be unreasonably withheld or delayed)), but excluding
underwriting discounts and commissions relating to Registrable Securities; provided, however, that such
fees and disbursements of counsel for the selling Holders shall not exceed
$50,000.


 


 Underwriting Requirements.  In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be
required under Section 0 to include any of the Holders’ securities in such
underwriting unless they accept the terms of the underwriting agreement as
agreed upon between the Company and the underwriters selected by it (or by
other Persons entitled to select the underwriters), and then only in such
quantity as the underwriters determine in their sole discretion shall not jeopardize
the success of the offering by the Company. 
If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine in
their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion shall not jeopardize the success of the offering (the
securities so included to be apportioned 23.1.1.11 first, pro rata
among the Holders of Registrable Securities according to the total amount of
Registrable Securities entitled to be included therein by each Holder of
Registrable Securities and 23.1.1.12 lastly, pro rata among the
other selling stockholders according to the total amount of securities entitled
to be included therein owned by each other selling stockholder or in such other
proportions as shall mutually be agreed to by such other selling stockholders).


 


 Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration hereunder
as the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 0.


 


 Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 0:


 


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To the extent permitted by law, the Company shall
indemnify and hold harmless each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
the following statements, omissions or violations (collectively, a “Violation”):  23.1.1.13 any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or final prospectus or any amendments or supplements
thereto; 23.1.1.14 the omission or alleged omission to state in any such
prospectus a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
(iii) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or any amendments or supplements
thereto; (iv)  the omission or alleged omission
to state in any such registration statement a material fact required to be
stated therein or necessary to make the statements therein not misleading; (v)
any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or other federal or state law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or other federal or
state law; and the Company shall pay to each such Holder, underwriter or
controlling Person, as incurred, 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 the indemnity
agreement contained in this subsection 23.1.1.13 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 Company, nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration statement by
any such Holder, underwriter or controlling Person.


 


To the extent permitted by law, each selling Holder
shall indemnify and hold harmless the Company, each of its directors, each of
its officers who has signed the registration statement, each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act, any underwriter (as defined in the Securities Act), any other
Holder selling securities in such registration statement and any controlling
Person of any such underwriter or other Holder, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing Persons
may become subject, under the Securities Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation (and
only to such extent) that occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration statement; and each such Holder shall pay, as incurred,
any legal or other expenses reasonably incurred by any Person intended to be
indemnified pursuant to this subsection 0 in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this subsection 0 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 Holder; provided, that, in no event shall any indemnity under this subsection 0 exceed
the net proceeds from the offering received by such Holder.


 


Promptly after receipt by an indemnified party
under this Section 0 of notice of the commencement of any action (including any
action by any Governmental Entity), such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party under this Section
0, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the indemnified party; provided,  however, that an indemnified
party (together with all other indemnified parties which may be represented
without conflict by one counsel) shall have the right to retain one (1)
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to an actual or potential
conflict of interest between such indemnified party and any other party
represented by such counsel in such proceeding.


 


If the indemnification provided for in this Section 0
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to herein or is insufficient to hold such indemnified party harmless,
then, except to the extent that contribution is


 


7

















 


not
permitted under Section 11(f) of the Securities Act, each applicable
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
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 that resulted in such loss,
liability, claim, damage or expense 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
concerning the matter with respect to which the claim was asserted and
opportunity to correct or prevent such statement or omission.  The Parties agree that it would be neither
just nor equitable if contribution pursuant to this Section 2.9(d) were
determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the
immediately preceding sentences.  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.


 


Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public offering are
in conflict with the foregoing provisions, the provisions in such underwriting
agreement shall control.


 


The obligations of the Company and Holders under this Section 0
shall survive the completion of any offering of Registrable Securities pursuant
to a registration statement under this Section 0 and otherwise.  The indemnity and contribution agreements
contained in this Section 2.9 are in addition to any liability that an
indemnifying party may have to an indemnified party at law or in equity.


 


Reports Under the
Exchange Act.  So long
as any Registrable Securities are outstanding, with a view to making available
to the Holders the benefits of (i) Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any
time permit a Holder to sell securities of the Company to the public without
registration and (ii) selling securities to the public pursuant to a
registration on Form S-3, the Company agrees to:


 


make and keep available current public information
satisfying SEC Rule 144(c) (or any successor provision thereto);


 


take such action, including maintaining the
registration of its Common Stock under Section 12 of the Exchange Act, as
is necessary to enable the Holders to utilize Form S-3 for the sale of
their Registrable Securities;


 


file with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and


 


furnish to any Holder, so long as the Holder owns any
of the Registrable Securities, promptly upon request 23.1.1.15 a copy of
the most recent periodic or special report or proxy or information statement of
the Company and such other reports and documents filed by the Company with the
SEC and 23.1.1.16 such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any securities without registration or pursuant to such form.


 


Form S-3
Registration.  In case
the Company shall receive from the Majority Holders a written request or
requests that the Company effect a registration on Form S-3 and any
related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Majority Holders, the Company shall:


 


within twenty (20) days of the receipt thereof, give
written notice of the proposed registration, and any related qualification or
compliance, to all other Holders; and


 


as soon as practicable, effect such registration
and all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Majority Holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within thirty (30) days after receipt of such written notice from the
Company; provided, however, that the Company shall
not be obligated to effect any such registration, qualification or compliance,
pursuant to this Section 0: 23.1.1.17 if Form S-3 is not available for such
offering by the Holders; 23.1.1.18 if in the reasonable business judgment of
the Board of Directors, it would not be in the best interests of the Company
and its stockholders for such Form S-3 registration to be effected at such
time, in which event the Company


 


8

















 


shall have the right to defer the filing of such
Form S-3 registration statement for a period of not more than ninety (90) days
after receipt of the request of the Majority Holders under this Section 0 provided, however, that the Company shall
not utilize this right more than once (1) in any twelve month period; 23.1.1.19
after the Company has effected three (3) registrations pursuant to this Section
0 and such registrations have been declared or ordered effective; and 23.1.1.20
in any particular jurisdiction in which the Company would be required to
qualify to do business, to subject itself to general taxation or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.


 


Subject
to the foregoing, the Company shall file a registration statement covering the
Registrable Securities so requested to be registered as soon as practicable
after receipt of the request of the Majority Holders.  All expenses incurred in connection with a
registration requested pursuant to Section 0, including, without
limitation, all registration, filing, qualification, printer’s and accounting
fees, fees and disbursements of counsel for the Company and reasonable fees and
disbursements of one (1) counsel for the selling Holders so long as such
fees shall not exceed $50,000 (to be selected by the Majority Holders, subject
to the approval of the Company (which approval shall not be unreasonably
withheld or delayed)), but excluding any underwriters’ discounts or commissions
associated with Registrable Securities, shall be borne by the Company;  provided, however, that such fees and
disbursements of counsel for the selling Holders shall not exceed $50,000;  provided, further, that the Company shall not
be required to pay for any expenses of any registration proceeding begun
pursuant to Section 01 if the registration request is subsequently
withdrawn at the request of the Majority Holders (in which case all
participating Holders of Registrable Securities shall bear such expenses in
their entirety), unless the Majority Holders agree to forfeit one (1) registration
pursuant to Section 01; provided, further,
that if at the time of such withdrawal, the Majority Holders have learned of a
material adverse change in the condition (financial or otherwise), business,
properties, assets, results of operations or prospects of the Company or its
Subsidiaries from that known to the Majority Holders at the time of their
request and have withdrawn the request with reasonable promptness following
disclosure by the Company of such material adverse change, then the Majority
Holders shall not be required to pay any of such expenses and shall retain
their rights pursuant to Section 01. 
Registrations effected pursuant to this Section 0 shall not be
counted as demands for registration or registrations effected pursuant to Section 0.


 


9

















 


Assignment of
Registration Rights. 
The rights to cause the Company to register Registrable Securities
pursuant to this Section 0 may be assigned (but only with all related
obligations) by Zions or any subsequent Holder of Registrable Securities to a
transferee or assignee of such securities, provided
such transferee or assignee agrees in writing to be bound by and subject to the
terms and conditions of this Agreement relating to registration of Registrable
Securities including without limitation the provisions of Section 0 below
and the Company shall receive written notice of such assignment.


 


Limitations on
Subsequent Registration Rights.  From and after the date of this Agreement,
the Company shall not, without the prior written consent of the Holders of
seventy five percent (75%) of the outstanding Registrable Securities, enter
into any agreement with any holder or prospective holder of any securities of
the Company which would allow such holder or prospective holder to include such
securities in any registration filed pursuant to this Agreement unless under
the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of
such holder’s securities shall not reduce the amount of the Registrable
Securities of the Holders which may be included therein.


 


Expiration of
Registration Rights. 
The registration rights granted to Zions and the other Holders under
this Section 0 shall expire when Zions and all other Holders are eligible
to sell all of their Registrable Securities pursuant to Rule 144(k) (or
any successor provision thereto) under the Securities Act.


 


Covenants of the
Company.


 


 Delivery of Financial Statements.  For so long as the Investor holds at least
forty percent (40%) of the shares of Common Stock purchased pursuant to the
Stock Purchase Agreement, the Company shall deliver to the Investor:


 


as soon as practicable, but in any event within ninety
(90) days after the end of each fiscal year of the Company, a balance sheet of
the Company as of the end of such year and a statement of operations, statement
of stockholders’ equity and statement of cash flows for such fiscal year, such
year-end financial reports in reasonable detail, prepared in accordance with
GAAP and audited and certified by an independent public accounting firm of
nationally recognized standing;


 


as soon as practicable, but in any event within forty-five
(45) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, an unaudited balance sheet of the Company as of the
end of such fiscal quarter and an unaudited statement of operations, statement
of stockholders’ equity and statement of cash flows for such fiscal quarter,
and comparisons to budget and prior year, in reasonable detail; and


 


as soon as practicable, copies of all material
correspondence to and from Nasdaq.


 


The
Company and its Subsidiaries shall also permit the Investor and its agents and
representatives upon reasonable request and during normal business hours to
visit and conduct a reasonable inspection of all the properties of the Company and
its Subsidiaries and a reasonable examination of all their respective books of
account, records, reports and other papers and to make copies and extracts
therefrom, at their own expense.  In
addition, the Company and its Subsidiaries shall also permit the Investor and
its agents and representatives to discuss their respective affairs, finances
and accounts with their officers, employees and independent public accountants
all at and for such reasonable times and as often as may be reasonably
requested.


 


 Preemptive Rights.  Subject to the terms and conditions specified
in this Section 0 and for so long as the Investor hold shares representing
at least forty percent (40%) of the shares of Common Stock purchased pursuant
to the Stock Purchase Agreement, the Company hereby grants to the Investor a
preemptive right to subscribe for future issuances and sales by the Company of
its Additional Stock (as defined below).


 


Each
time the Company proposes to offer any shares of, or securities convertible
into or exercisable or exchangeable for any shares of, any class or series of
its capital stock (“Additional Stock”),
other than (i) the issuance of any authorized but unissued options under
the Option Plan, (ii) the issuance of the Life Quotes Options, (iii) any
shares purchased by employees under the ESPP or (v) any offering of
securities pursuant to an effective registration statement under the Securities
Act, the Company shall first make an offering of such Additional Stock to the
Investor in accordance with the following provisions:


 


10

















 


The Company shall deliver a written notice by
certified mail, postage prepaid (“Notice”), to the Investor stating
(i) its bona fide intention to offer such Additional Stock, (ii) the
number of shares of such Additional Stock to be offered and (iii) the
price and terms upon which it proposes to offer such Additional Stock.


 


Within thirty (30) days after receipt of the Notice,
the Investor may elect to purchase or obtain, at the price and on the terms
specified in the Notice, up to that portion of such Additional Stock which
equals the proportion that the number of shares of Common Stock issued and
held, or issuable upon conversion or exercise of any other security then held,
by the Investor bears to the total number of shares of Common Stock of the
Company then outstanding on a Fully Diluted Basis.


 


If all Additional Stock which the Investor is entitled
to obtain pursuant to subsection 0 is not elected to be obtained as
provided in subsection 0 hereof, the Company may, during the thirty
(30)-day period following the expiration of the period provided in
subsection 0 hereof, offer the remaining unsubscribed portion of such
Additional Stock to any Person or Persons at a price not less than, and upon
terms no more favorable to the offeree than, those specified in the
Notice.  If the Company does not enter
into an agreement for the sale of the Additional Stock within such period, or
if such agreement is not consummated within thirty (30) days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such
Additional Stock shall not be offered unless first reoffered to the Investor in
accordance herewith.


 


 Tag-Along Rights.  For so long as the Investor holds at least forty
percent (40%) of the shares of Common Stock purchased pursuant to the Stock
Purchase Agreement, the Identified Stockholders agree as follows:


 


If at any time any one or more of the Identified
Stockholders (each, a “Seller Party” and, collectively, the “Seller Parties”) propose to enter into an agreement (or substantially contemporaneous
agreements, whether or not with the same or Affiliated parties) to sell or
otherwise dispose of for value Common Stock in one or more related transactions
other than in one or more related Exempt Transactions (such sale or other
disposition for value being referred to as a “Tag-Along Sale”), then such Seller Party or Seller Parties shall afford the Investor
the opportunity to participate proportionately in such Tag-Along Sale in
accordance with this Section 3.3.  The
number of shares of Common Stock that the Investor shall be entitled to include
in such Tag-Along Sale (the “Tag-Along Allotment”) shall be determined by multiplying (i) the number of shares of
Common Stock to be sold or otherwise disposed pursuant to the Tag-Along Sale by
(ii) a fraction, the numerator of which shall equal the number of shares of
Common Stock beneficially owned by the Investor on a Fully Diluted Basis as of
the close of business on the day immediately prior to the date of the Tag-Along
Sale Notice (the “Tag-Along Notice Date”) and the
denominator of which shall equal the total number of shares of Common Stock
that are beneficially owned by the Seller Party or Seller Parties, as the case
may be, and the Investor on a Fully Diluted Basis as of the close of business
on the day immediately prior to the Tag-Along Notice Date.


 


The relevant Seller Party or Seller Parties, as the
case may be, shall provide the Investor with written notice (the “Tag-Along
Sale Notice”) not more than sixty (60) days nor less
than thirty (30) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along
Sale Date”). 
Each Tag-Along Sale Notice shall be accompanied by a copy of any written
agreement relating to the Tag-Along Sale and shall set forth: (i) the name and
address of each proposed transferee of shares of Common Stock in the Tag-Along
Sale, (ii) the number of shares of Common Stock proposed to be transferred by
such Seller Party or Seller Parties, as the case may be, (iii) the proposed
amount and form of consideration to be paid for such shares of Common Stock and
the terms and conditions of payment offered by each proposed transferee, (iv)
the aggregate number of shares of Common Stock beneficially owned by the Seller
Party or Seller Parties, as the case may be, on a Fully Diluted Basis as of the
close of business on the day immediately prior to the Tag-Along Notice Date,
(v) the Investor’s Tag-Along Allotment assuming the Investor elected the sell
the maximum number of shares of Common Stock possible, (vi) confirmation that
the proposed transferee has been informed of the Tag-Along Rights provided for
herein and has agreed to purchase shares of Common Stock from the Investor in
accordance with the terms hereof and (vii) the Tag-Along Sale Date.


 


If the Investor wishes to participate in the
Tag-Along Sale, it shall provide written notice (the “Investor
Tag-Along Notice”) to the relevant Seller
Party or Seller Parties, as the case may be, no less than fifteen (15) days
prior to the Tag-Along Sale Date.  The
Investor Tag-Along Notice shall set forth the number of shares of Common Stock
that the Investor elects to include in the Tag-Along Sale, which shall not
exceed the Tag-Along Allotment.  The
Investor Tag-Along Notice shall constitute the Investor’s binding agreement to
sell the shares of


 


11














 


Common Stock specified in the Tag-Along Notice on
the terms and conditions applicable to the Tag-Along Sale; provided, however, that in the event that
there is any material change in the terms and conditions of such Tag-Along Sale
applicable to the Investor (including without limitation any decrease in the
purchase price that occurs other than pursuant to an adjustment mechanism set
forth in the agreement relating to the Tag-Along Sale) after the Investor gives
the Investor Tag-Along Notice, then, notwithstanding anything herein to the
contrary, the Investor shall have the right to withdraw from participation in
the Tag-Along Sale with respect to all, but not less than all, of its shares of
Common Stock affected thereby.  If the
proposed transferee does not consummate the purchase of all of the shares of
Common Stock requested to be included in the Tag-Along Sale by the Investor on
the same terms and conditions applicable to the Seller Party or Seller Parties,
as the case may be, then such Seller Party or Seller Parties, as the case may
be, shall not consummate the Tag-Along Sale of any of its shares of Common
Stock to such transferee, unless the shares of Common Stock of such Seller
Party or Seller Parties, as the case may be, and the Investor to be sold are
reduced or limited pro rata in proportion to the respective number of shares of
Common Stock actually sold in any such Tag-Along Sale and all other terms and
conditions of the Tag-Along Sale are the same for such Seller Party or Seller
Parties, as the case may be, and the Investor.


 


If an
Investor Tag-Along Notice from the Investor is not received by such Seller
Party or Seller Parties, as the case may be, prior to the fifteen (15) day
period specified above, such Seller Party or Seller Parties, as the case may
be, shall have the right to consummate the Tag-Along Sale without the
participation of the Investor, but only on terms and conditions which are no
more favorable in any material respect to such Seller Party or Seller Parties,
as the case may be, (and, in any event, at no greater a purchase price, except
as the purchase price may be adjusted pursuant to the agreement relating to the
relevant Tag-Along Sale) than as stated in the Tag-Along Sale Notice and only
if such Tag-Along Sale occurs on a date within thirty (30) days of the
Tag-Along Sale Date.  If such Tag-Along
Sale does not occur within such thirty (30) day period, the shares of Common
Stock that were to be subject to such Tag-Along Sale thereafter shall continue
to be subject to all of the restrictions contained in this Section 3.3.


 


12

















 


 Affirmative Covenants.  For so long as the Investor holds at least
forty percent (40%) of the shares of Common Stock purchased pursuant to the
Stock Purchase Agreement, the Company agrees as follows:


 


Each of the Company and its Subsidiaries shall
promptly pay and discharge, or cause to be paid and discharged, when due and
payable, all lawful Taxes, assessments and governmental charges or levies
imposed upon their income, profits, property or business; provided, however, that any such Tax,
assessment, charge or levy need not be paid if the validity thereof shall
currently be contested in good faith by appropriate proceedings and if the
Company or such Subsidiary shall have set aside on its books adequate reserves
in accordance with GAAP, and provided, further, that each of the Company and its Subsidiaries shall pay all such
taxes, assessments, charges or levies promptly upon the commencement of
proceedings to foreclose any Lien that may have attached as security
therefor.  Each of the Company and its
Subsidiaries shall promptly pay or cause to be paid when due, or in conformance
with customary trade terms, all other Indebtedness incident to the operations
of the Company or such Subsidiary;


 


Each of the Company and its Subsidiaries shall keep
its properties in good repair, working order and condition, reasonable wear and
tear excepted, and from time to time make all needful and proper repairs,
renewals, replacements, additions and improvements thereto; and each of the
Company and its Subsidiaries shall at all times comply with the provisions of
all material leases to which any of them is a party or under which any of them
occupies property so as to prevent any loss or forfeiture thereof or
thereunder;


 


Each of the Company and its Subsidiaries shall keep
its assets that are of an insurable character insured by financially sound and
reputable insurers against loss or damage by fire, extended coverage, and
explosion insurance in amounts customary for companies in similar businesses
similarly situated; and each of the Company and its Subsidiaries shall
maintain, with financially sound and reputable insurers, insurance against all
other hazards, risks and liabilities to Persons and property to the extent and
in the manner customary for companies in similar businesses similarly
situated.  The Company shall maintain
with a financially sound and reputable insurer, directors’ and officers’
insurance in an amount of not less than five million dollars ($5,000,000) on
such terms as are customary in the case of Persons of established reputations
engaged in the same or a similar business and similarly situated;


 


Each of the Company and its Subsidiaries shall keep
records and books of account in which correct and complete entries shall be
made of all dealings or transactions in relation to its business and affairs in
accordance with GAAP;


 


Each of the Company and its Subsidiaries shall duly
observe and conform to all valid material requirements of any Governmental
Entity relating to the conduct of their respective businesses or to their
respective property or assets;


 


Each of the Company and its Subsidiaries shall
maintain in full force and effect its corporate existence, rights and franchises
and all licenses and other rights to use Intellectual Property Rights owned or
possessed by it and deemed by the Company or such Subsidiary to be necessary to
the conduct of its business (as now conducted or as proposed to be conducted);


 


The Company shall retain an independent public
accounting firm of recognized national standing which shall certify the Company’s
consolidated financial statements at the end of each fiscal year.  In the event the services of the independent
public accounting firm so selected, or any firm of independent public
accountants hereafter employed by the Company are terminated, the Company shall
promptly thereafter notify the Investor and shall request the firm of
independent public accountants whose services are terminated to deliver to the
Investor a letter from such firm setting forth the reasons for the termination
of their services.  In the event of such
termination, the Company shall promptly thereafter engage another firm of independent
public accountants of recognized national standing.  In its notice to the Investor, the Company
shall state whether the change of accountants was recommended or approved by
the Audit Committee of the Board of Directors;


 


Each of the Company and its Subsidiaries shall comply
with all applicable requirements of law or of any Governmental Entity in
respect of the conduct of its business and the ownership of its properties,
except such as are being contested in good faith and except for such
noncompliances as shall not, individually or in the aggregate, have a Material
Adverse Effect;


 


The Company certifies that it shall use the proceeds
from the Stock Purchase Agreement only for the purposes set forth in the Stock
Purchase Agreement; and


 


The Company shall not engage in any other business other
than that business currently engaged in by it.


 


13

















 


Board of Directors.


 


Subject to the terms and conditions specified in
this Section 3.5 and for so long as the Investor holds shares representing at
least forty percent (40%) of the shares of Common Stock purchased pursuant to
the Stock Purchase Agreement, the Company, each of the Identified Stockholders
and the Investor agree that 23.1.1.21 the number of directors on the Board of
Directors shall be fixed at seven (7) and 23.1.1.22 the Investor shall be
entitled to nominate or appoint one (1) director to the Board of Directors
(such director, who may be an officer, director, employee or agent of the
Investor or any of its Affiliates, the “Investor Director”).  Each of the Identified
Stockholders agrees to vote their shares of capital stock of the Company, and
any shares of capital stock of the Company for which any of the Identified
Stockholders have voting rights, in order to comply with the obligations of this
Section 3.5 (including, without limitation, in favor of the election of the
Investor Director).  As a condition of
any Transfer (other than one constituting an Exempt Transaction), each of the
Identified Stockholders agrees to cause any transferee of all or a portion of
such Identified Stockholder’s shares of capital stock of the Company to join
and be subject to the terms and conditions of this Agreement, including the
provisions of this Section 3.5.  The
Investor Director shall be entitled to all of the rights and privileges of any
other director, including without limitation: (i) subject to applicable Nasdaq
listing requirements and applicable law, the opportunity to serve on any
committee of the Board of Directors, (ii) the right to receive fees and compensation
paid to directors, including for service on any committee, if applicable, and
(iii) the reimbursement of all reasonable expenses incurred by the Investor
Director in the fulfillment of his or her duties as a director.  The Investor Director may not be removed as a
director other than for cause or by the Investor.  In the event the Investor Director resigns or
is removed, with or without cause, the vacancy caused by such removal shall be
filled only by the Investor if, at the time of such resignation or removal, the
Investor continues to be entitled to nominate an Investor Director pursuant to
this Section 3.5(a).


 


For so long as the Investor holds shares representing
at least forty percent (40%) of the shares of Common Stock purchased pursuant to
the Stock Purchase Agreement, the consent of the majority of the members of the
Board of Directors shall be required for the Company or any of its Subsidiaries
to:


 


make any capital expenditures in
excess of (i) $500,000 in any single transaction or (ii) 115% of the
amount approved for capital expenditures in the operating budget of the Company
for any fiscal year;


 


make any loan or advance, other
than travel advances to employees in the ordinary course of business;


 


adopt any new or amend any existing
employee benefit, severance, bonus or stock plan, or amend any outstanding
grant or other agreement entered into in connection with any existing employee
benefit, severance, bonus or stock plan;


 


engage in any transaction with any
Affiliate or officer, director or stockholder (or members of their immediate
families), other than in the ordinary course of business and at arms length;


 


enter into any material Contracts
or commitments;


 


approve the annual operating and
capital budget, or any amendments thereto or deviations therefrom;


 


establish board committees;


 


waive any material rights or
consent to settle any material litigation;


 


institute litigation or similar
proceedings outside the ordinary course of business; or


 


make decisions to employ or
terminate the Company’s senior executives and fix their compensation;


 


For so long as the Investor holds shares representing
at least forty percent (40%) of the shares of Common Stock purchased pursuant
to the Stock Purchase Agreement, the consent of seventy-five percent (75%) of
the members of the Board of Directors, shall be required for the Company or any
of its Subsidiaries to:


 


authorize, issue or sell any equity
security (including, without limitation, the granting of any options), other
than (i) any authorized but unissued options under the Option Plan or the
exercise of any such options, (ii) the issuance of the Life Quotes Options
or the exercise of any such options, (iii) the exercise of any of the
Prospector Options or (iv) any shares purchased by employees under the
ESPP;


 


increase the aggregate authorized
number of shares of Common Stock or any other class or series of common stock
or preferred stock;


 


enter into any agreement with any
holder of any securities of the Company giving such holder the right to require
the Company to initiate any registration of the Company’s securities under the
Securities Act;


 


repurchase or redeem any of its
securities other than on a pro rata basis amongst all securities of the same
class being repurchased or redeemed;


 


(i) merge, combine or
consolidate with, or agree to merge, combine or consolidate with any Person, (ii) purchase,
or agree to purchase, all or substantially all of the securities of, any Person
or (iii) purchase, or agree to purchase, all or substantially all of the
assets and properties of, or otherwise acquire, or agree to 


 


14

















 


acquire, all or any portion of, any
Person, in each case, for consideration in an amount, which when combined with
all other such transactions in any fiscal year, exceeds $5,000,000;


 


(i) merge, combine or
consolidate with, or agree to merge, combine or consolidate with any Person in
which it is not the surviving Person or (ii) sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its assets;


 


sell or dispose of businesses or
assets in excess of $1,000,000 in any fiscal year;


 


alter or change materially and
adversely the rights of holders of Common Stock;


 


incur Indebtedness or Guarantees in
excess of $2,500,000 individually or $5,000,000 in the aggregate;


 


amend or propose to amend its
certificate of incorporation or by-laws;


 


liquidate or dissolve, effect any
recapitalization or reorganization, or any stock split, reverse stock split or,
in each case, obligate itself to do so;


 


engage in any other business other
than that business currently engaged in by it; or


 


declare any dividends or
distributions.


 


At all times, the Company shall cause to be maintained
directors’ and officers’ liability insurance covering the Investor Director: (i) to
the same extent as that maintained for all other directors of the Company and (ii) on
material terms no less favorable than the coverage provided for the Company’s
directors as currently maintained, and in any event, in an amount of at least
five million dollars ($5,000,000).


 


The Company shall indemnify and hold harmless, to the
fullest extent permitted under applicable law, the Investor Director to the
same extent as all other directors of the Company, and on terms no less
favorable than under the Company’s certificate of incorporation, by-laws and
form of director indemnification agreement in effect on the date hereof.


 


The Company and the Identified Stockholders shall take
all other actions necessary to ensure that the certificate of incorporation and
by-laws of the Company do not at any time conflict with the provisions of this
Agreement.


 


Restrictions on
Certain Actions. 
Without the prior consent of the majority of the members of the Board of
Directors, Zions and its Affiliates shall not:


 


prior to the first (1st) anniversary of the date of this
Agreement, acquire or offer to acquire or agree to acquire from any Person,
directly or indirectly, by purchase or otherwise (except in connection with (i) a
stock split, reverse split or other reclassification or reorganization
affecting the Company’s Common Stock generally or (ii) a stock dividend or
other pro rata distribution by the Company to holders of its outstanding Common
Stock) any Common Stock or shares of capital stock exchangeable or convertible
into Common Stock or any assets of the Company; or


 


prior to the first (1st) anniversary of the date of this
Agreement, initiate, propose or otherwise cause a special meeting of the
stockholders of the Company to elect directors of the Company; or


 


prior to the first (1st) anniversary of the date of this
Agreement, deposit any Common Stock into a voting trust, or, other than as
contemplated by this Agreement, subject any Common Stock to any agreement or
arrangement with respect to the voting of any Common Stock; or


 


prior to the first (1st) anniversary of the date of this
Agreement, other than with respect to the Investor Director, (i) seek,
encourage or support, either alone or in connection with others, the election
of members to the Board of Directors except as nominated by the Board’s
Nominating Committee or (ii) seek the removal of any member of the Board
of Directors; or


 


prior to the first (1st) anniversary of the date of this
Agreement, request the Company (or its directors, officers, employees or
agents), directly or indirectly, to amend, waive or modify any provision of
this Section 4; or


 


prior to the first (1st) anniversary of the date of this
Agreement, make, or in any way participate in, directly or indirectly, any “solicitation”
of “proxies” (as such terms are used in the rules of the SEC) to vote, or
seek to advise or influence any person or entity with respect to the voting of,
any voting securities of the Company; or


 


prior to the first (1st) anniversary of the date of this
Agreement, make any public announcement with respect to, or publicly submit a
proposal for or offer of (with or without conditions), any extraordinary
transaction involving the Company or its securities or assets; or


 


prior to the first (1st) anniversary of the date of this
Agreement, form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of
the Exchange Act) in connection with any of the foregoing.


 


15

















 


Rights of First
Refusal.


 


Right of First Refusal of the Investor.


 


If at any time any one of the Identified
Stockholder (such Identified Stockholder, the “Stockholder
Offeror”) desires to Transfer (other than a Transfer
constituting an Exempt Transaction) any or all of such Stockholder Offeror’s
shares of Common Stock, such Stockholder Offeror shall give written notice of
such Transfer (the “Stockholder Transfer Notice”) to the Investor.  The
Stockholder Transfer Notice shall state the terms and conditions of such
Transfer, including the name of the prospective transferee, the proposed
purchase price per share, including a description of any proposed non-cash
consideration  (the “Stockholder
Offer Price”), payment terms, the type of disposition
and the number of shares of Common Stock to be transferred (the “Stockholder
Offered Shares”).


 


For a period of twenty (20) days after the receipt
of the Stockholder Transfer Notice (the “Investor Option
Period”), the Investor may, by notice in writing to the
Stockholder Offeror, elect in writing to purchase any or all of the Stockholder
Offered Shares at the Stockholder Offer Price.


 


If the Investor does not elect to purchase any of the
Stockholder Offered Shares, the Stockholder Offeror shall be permitted to
Transfer such Stockholder Offered Shares which the Investor does not elect to
purchase to the original transferee named in the Stockholder Transfer Notice,
upon the original terms set forth in the Stockholder Transfer Notice, within
forty-five (45) days following the termination of the Investor Option
Period.  If such Transfer is not
completed within such forty-five (45) day period, the Stockholder Offeror may
not transfer such Stockholder Offered Shares without again complying with this Section 5.1.


 


The closing of the purchase and sale of any
Stockholder Offered Shares to be acquired by the Investor hereunder shall be
held on such dates and times as the Investor and the Stockholder Offeror may
agree but in all events within twenty (20) days following the termination of
the Investor Option Period.  At such
closing, the Investor shall deliver to the Stockholder Offeror, against
delivery of certificates duly endorsed and stock powers representing the
Stockholder Offered Shares being acquired by the Investor, the Stockholder
Offer Price, on the same terms as set forth in the Stockholder Transfer Notice
(including any non-cash consideration described therein or the equivalent cash
value thereof), payable in respect of the Stockholder Offered Shares being
purchased.


 


Right of First Refusal of the Identified Stockholders.


 


So long as there shall continue to be an Investor
Director on the Board of Directors, if at any time the Investor desires to
Transfer any or all of the Investor’s shares of Common Stock to a Prohibited
Transferee, the Investor shall give written notice of such Transfer (the “Investor
Transfer Notice”) to the Company and each
of the Identified Stockholders; provided, however, that the provisions of this Section 5.2 shall still apply if the
reason there is no longer an Investor Director on the Board of Directors is due
to the death or resignation of such Investor Director or the failure of the
Investor to appoint an Investor Director. 
The Investor Transfer Notice shall state the terms and conditions of
such Transfer, including the name of the prospective transferee, the proposed
purchase price per share, including a description of any proposed non-cash
consideration  (the “Investor
Offer Price”), payment terms, the type of disposition
and the number of shares of Common Stock to be transferred (the “Investor
Offered Shares”).


 


For a period of ten (10) days after receipt of the
Investor Transfer Notice (the “Company Option Period”), the Company may, by notice in writing to the Investor, elect in
writing to purchase any or all of the Investor Offered Shares at the Investor
Offer Price.


 


If the Company does not elect to purchase all of
the Investor Offered Shares, or exercises such right with respect to a portion
of the Investor Offered Shares, then for a period of ten (10) days commencing
on the earlier of (i) the date, if any, that the Investor notifies the
Identified Stockholders in writing that the Company has determined either not
to exercise such right of purchase or to exercise such right only with respect
to a portion of the Investor Offered Shares and (ii) the expiration of the
Company Option Period (the “Stockholder Option Period”), each of the Identified Stockholders shall have the right to
purchase all or any portion of the Investor Offered Shares not so elected to be
purchased by the Company at the Investor Offer Price by giving notice in
writing to the Investor.  The specific
number of such Investor Offered Shares remaining after the Company has
exercised its right pursuant to subsection (b) to which each Identified Stockholder
shall be entitled to purchase shall be determined on a pro rata basis in
proportion to the respective number of shares of Common Stock beneficially
owned by each, on a Fully Diluted Basis, as of the date of the Investor
Transfer Notice in relation to the total number of shares of Common Stock
beneficially owned by all of the Identified Stockholders on a Fully Diluted
Basis as of such date.


 


16

















 


If the Company and the Identified Stockholders do not
elect to purchase any of the Investor Offered Shares, the Investor shall be
permitted to Transfer such Investor Offered Shares which the Company and the
Identified Stockholders do not elect to purchase to the original transferee
named in the Transfer Notice, upon the original terms set forth in the Investor
Transfer Notice, within forty-five (45) days following the termination of the
Stockholder Option Period.  If such
Transfer is not completed within such forty-five (45) day period, the Investor
may not transfer such Investor Offered Shares without again complying with this
Section 5.2.


 


The closing of the purchase and sale of any Investor
Offered Shares to be acquired by the Company or the Identified Stockholders
hereunder shall be held on such dates and times as the parties may agree but in
all events within twenty (20) days following the later of the termination of
the Company Option Period and the termination of the Stockholder Option
Period.  At such closing, the Company and
each Identified Stockholder electing to purchase Investor Offered Shares shall
deliver to the Investor, against delivery of certificates duly endorsed and
stock powers representing the Investor Offered Shares being acquired by the
Company or such Identified Stockholder, as the case may be, the Investor Offer
Price, on the same terms as set forth in the Investor Transfer Notice
(including any non-cash consideration described therein or the equivalent cash
value thereof), payable in respect of the Investor Offered Shares being
purchased.


 


 Improper Transfer.  Any attempt to make any Transfer of any
shares of Common Stock subject to this Agreement otherwise than in compliance
with this Agreement shall be null and void, ab initio, and
the Company shall not give any effect on the Company’s stock ledger to such
attempted Transfer.


 


Miscellaneous.


 


 Successors and Assigns.  Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors, assigns, estates, beneficiaries, heirs,
trusts and legal representatives of the Parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the Parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.  Notwithstanding
anything else to the contrary herein, Zions may assign its rights under Section 3
of this Agreement to (i) any of its Affiliate or (ii) any Person
acquiring all, but not less than all, of the shares of Common Stock purchased
by Zions pursuant to the Stock Purchase Agreement, provided
that such assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement. 
Notwithstanding anything else to the contrary herein, if any of the
Identified Stockholders shall die, all rights, remedies, obligations or
liabilities of such Identified Stockholder (other than the rights, remedies,
obligations or liabilities of such Identified Stockholder pursuant to Sections
3.5 or 5.1 and the related definitions) under or by reason of this Agreement
shall terminate and be of no further force or effect.


 


Governing Law and Venue; Waiver of Jury Trial.


 


THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL
BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.  The parties hereby irrevocably submit to the
jurisdiction of the courts of the State of Delaware and the federal courts of
the United States of America located in the District of Delaware solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby and thereby, and hereby waive, and agree
not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof or of any such documents, that it is not
subject thereto or that such action, suit or proceeding may not be brought or
is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims
with respect to such action or proceeding shall be heard and determined in such
Delaware state or federal court located in the District of Delaware.  The parties hereby consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section 6.5
or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.


 


EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR


 


17

















 


INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.  EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 6.2.


 


 Counterparts.  This Agreement may be executed in two or more
counterparts (including by facsimile transmission), each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


 Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience of reference only and are not to be
considered in construing or interpreting this Agreement.


 


Notices.  All notices, requests, demands or other
communications which are required or may be given pursuant to the terms of this
Agreement shall be in writing and shall be deemed to have been duly given (i) on
the date of delivery if personally delivered by hand, (ii) on the third (3rd) day after such notice is
deposited in the United States mail, if mailed by registered or certified mail,
postage prepaid, return receipt requested, (iii) on the date of delivery
if sent by a nationally recognized overnight express courier (with charges
prepaid), (iv) by facsimile upon written confirmation (other than the
automatic confirmation that is received from the recipient’s facsimile machine)
of receipt by the recipient of such notice (if a confirming copy is also sent
by another method) or (v) by any other method of communication mutually
agreed to by the parties hereto:


 


	
   

  	
  If to the Investor:

  	
  Zions Bancorporation

  
	
   

  	
   

  	
  One South Main Street, Suite 1138

  
	
   

  	
   

  	
  Salt Lake City, Utah 84111

  
	
   

  	
   

  	
  Attention: John B. Hopkins

  
	
   

  	
   

  	
  Telephone No.: (801) 844-8587

  
	
   

  	
   

  	
  Facsimile No.: (801) 524-2129

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy, which shall not

  	
   

  
	
   

  	
  constitute notice, to:

  	
  Sullivan & Cromwell LLP

  
	
   

  	
   

  	
  1888 Century Park East, Suite 2100

  
	
   

  	
   

  	
  Los Angeles, California 90067

  
	
   

  	
   

  	
  Attention: Stanley F. Farrar

  
	
   

  	
   

  	
  Telephone No.: (310) 712-6600

  
	
   

  	
   

  	
  Facsimile No.: (310) 712-8800

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Company:

  	
  Quotesmith.com, Inc.

  
	
   

  	
   

  	
  8205 South Cass Avenue

  
	
   

  	
   

  	
  Darien, Illinois 60561

  
	
   

  	
   

  	
  Attention: Bob Bland

  
	
   

  	
   

  	
  Telephone No.: (630) 515-0170 ext. 101

  
	
   

  	
   

  	
  Facsimile No.: (630) 515-0276

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy, which shall not

  	
   

  
	
   

  	
  constitute notice, to:

  	
  Duane Morris LLP

  
	
   

  	
   

  	
  227 West Monroe, Suite 3400

  
	
   

  	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
   

  	
  Attention: David J. Kaufman

  
	
   

  	
   

  	
  Telephone No: (312) 499-6741

  
	
   

  	
   

  	
  Facsimile No: (312) 499-6701

  
	
   

  	
   

  	
   

  
	
   

  	
  If to any of the Identified

  	
  To the address or facsimile number of such

  
	
   

  	
  Stockholders:

  	
  Identified Stockholder specified on the signature
  pages hereof.

  



 


18

















 


Such addresses may be changed, from time to time, by
means of a notice given in the manner provided in this Section 6.5.


 


 Delays or Omissions.  It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any Party upon any breach,
default or noncompliance by any other Party under this Agreement or the Stock
Purchase Agreement shall impair any such right, power or remedy, nor shall it
be construed to be a waiver of any such breach, default or noncompliance
thereafter occurring.  It is further
agreed that any waiver, permit, consent or approval of any kind or character by
any Party of any breach, default or noncompliance under this Agreement or the
Stock Purchase Agreement or any waiver by any Party of any provisions or
conditions of this Agreement or the Stock Purchase Agreement must be in writing
and shall be effective only to the extent specifically set forth in such
writing.  All remedies, under this
Agreement, the Stock Purchase Agreement, by law or otherwise afforded to any
Party shall be cumulative and not alternative.


 


 Amendments and Waivers.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of each of the Parties. 
Any amendment or waiver effected in accordance with this paragraph shall
be binding upon each of the Parties.


 


 Severability.  In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


 


 Entire Agreement.  This Agreement, the Stock Purchase Agreement
and the documents delivered pursuant hereto and thereto constitute the full and
entire agreement among the Parties with regard to the subject matter hereof and
thereof.


 


No Restrictions on
Post-Closing Competitive Activities: Corporate Opportunities.


 


It is the explicit intent of each of the Parties that
the provisions of this Agreement shall not include any non-competition or other
similar restrictive arrangements with respect to the range of business
activities which may be conducted by the Parties.  Accordingly, each of the Parties acknowledges
and agrees that nothing set forth in this Agreement shall be construed to
create any explicit or implied restriction or other limitation on
23.1.1.23 the ability of any Party to engage in any business or other
activity which competes with the business of any other Party hereto or
23.1.1.24 the ability of any Party to engage in any specific line of
business or engage in any business activity in any specific geographic area.


 


Except as would otherwise result in a violation of law
by the Investor or any of its Affiliates (excluding, for purposes of this Section 5.10(b),
the Company to the extent it may be considered to be an Affiliate thereof), the
Investor and its Affiliates shall have the right to, and shall have no duty not
to, 23.1.1.25 engage in the same or similar business activities or lines
of business as the Company or any of its Subsidiaries, 23.1.1.26 do business
with any client or customer of the Company and its Subsidiaries and
23.1.1.27 employ or otherwise engage any officer or employee of the
Company or any of its Subsidiaries, and neither the Investor nor any of its
Affiliates nor any officer or director thereof shall be liable to the Company,
its Subsidiaries or their respective stockholders for breach of any fiduciary
duty by reason of any such activities of the Investor and its Affiliates or of
such Persons’ participation therein. 
Except as would otherwise result in a violation of law by the Company or
any of its Subsidiaries, the Company and its Subsidiaries shall have the right
to, and shall have no duty not to, (i) engage in the same or similar
business activities or lines of business as the Investor and its Affiliates, (ii) do
business with any client or customer of the Investor and its Affiliates and (iii) employ
or otherwise engage any officer or employee of the Investor and its Affiliates
and neither the Company nor its Subsidiaries nor any officer or director
thereof shall be liable to the Investor and its Affiliates or their
stockholders for breach of any fiduciary duty by reason of any such activities
of the Company or its Subsidiaries or of such Persons’ participation
therein.  In the event that the Investor
or any of its Affiliates acquires 


 


19

















 


knowledge of a potential transaction or matter
which may be a corporate opportunity for both the Investor or any of its
Affiliates and the Company or any of its Subsidiaries, neither the Investor nor
its Affiliates shall have any duty to communicate or present such corporate
opportunity to the Company or its Subsidiaries and shall not be liable to the
Company or any of its Subsidiaries or to the Company’s stockholders for breach
of any fiduciary duty as a stockholder of the Company by reason of the fact
that the Investor or its Affiliates pursues or acquires such corporate
opportunity for itself, directs such corporate opportunity to another Person or
does not present such corporate opportunity to the Company and its
Subsidiaries.  In the event that the
Company or its Subsidiaries acquires knowledge of a potential transaction or
matter which may be a corporate opportunity for both the Investor or any of its
Affiliates and the Company or its Subsidiaries, neither the Company nor its
Subsidiaries shall have any duty to communicate or present such corporate
opportunity to the Investor or any of its Affiliates and shall not be liable to
the Investor or any of its Affiliates or to the Investor’s stockholders for
breach of any fiduciary duty by reason of the fact that the Company or any of
its Subsidiaries pursues or acquires such corporate opportunity for itself,
directs such corporate opportunity to another Person or does not present such
corporate opportunity to the Investor or any of its Affiliates.  For the purposes of this Section 5.10, “corporate
opportunities” of the Company and its Subsidiaries shall
include, but not be limited to, business opportunities which the Company or its
Subsidiaries are financially able to undertake, which are, by their nature, in
a line of business of the Company or its Subsidiaries, are of practical
advantage to them and are ones in which the Company or its Subsidiaries have an
interest or a reasonable expectancy, and in which, by embracing the
opportunities, the self-interest of the Investor or its Affiliates or any of
their respective officers or directors shall be brought into conflict with that
of the Company and its Subsidiaries, and “corporate opportunities” of the Investor and its Affiliates shall include, but not be limited
to, business opportunities which the Investor and its Affiliates are
financially able to undertake, which are, by their nature, in a line of
business of the Investor or its Affiliates, are of practical advantage to them
and are ones in which the Investor or its Affiliates have an interest or a
reasonable expectancy, and in which, by embracing the opportunities, the
self-interest of the Company or its Subsidiaries or any of their respective
officers or directors shall be brought into conflict with that of the Investor
and its Affiliates.


 


Specific
Performance.  The
Investor shall be entitled to specific enforcement of its rights under this
Agreement and the Stock Purchase Agreement. 
Each of the Company and the Identified Stockholders acknowledges that
money damages would be an inadequate remedy for its breach of this Agreement or
the Stock Purchase Agreement and consents to an action for specific performance
or other injunctive relief in the event of any such breach.


 


[Signature pages follow]


 


20

















 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.


 


	
   

  	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  QUOTESMITH.COM,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Phillip
  A. Perillo

  
	
   

  	
   

  	
   

  	
  Title: Senior
  Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE INVESTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ZIONS
  BANCORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: John B.
  Hopkins

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President of Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE IDENTIFIED STOCKHOLDERS:

  
	
   

  	
   

  	
  ROBERT S. BLAND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  	
  1512
  Willow Creek Lane

  
	
   

  	
   

  	
  Darien,
  IL 60561

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIAM V. THOMS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  for Notices:

  
	
   

  	
   

  	
  630
  North Edgewood

  
	
   

  	
   

  	
  LaGrange
  Park, IL 60526

  



 

















 


SCHEDULE A


 


PROHIBITED TRANSFEREES


 


InsWeb
Corporation


SelectQuote
Insurance Services, Inc.


Byron
Udell & Associates, Inc., dba AccuQuote


Answer
Financial, Inc.