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