EXHIBIT 10.18
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of February 2003 by
and between Intuit Insurance Services Inc. ("Seller") and InsWeb Corporation, a
Delaware corporation (the "Company").
RECITALS
A.
Seller is the owner of 1,169,898 shares of
Common Stock, $0.001 par value, of the Company (the "Shares");
B.
Seller desires to sell the Shares and has
offered the Shares for sale to the Company; and
C.
The Company is willing to purchase the
Shares on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1.
PURCHASE AND SALE OF THE SHARES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
SELLER AGREES TO SELL, AND THE COMPANY AGREES TO PURCHASE, THE SHARES AT A
PURCHASE PRICE PER SHARE OF ONE DOLLAR, SEVENTY CENTS ($1.70).
(B)
THE CLOSING OF THE SALE AND PURCHASE OF THE
SHARES SHALL TAKE PLACE ON FEBRUARY 24, 2003, OR AS SOON THEREAFTER AS
PRACTICABLE (THE "CLOSING DATE").
ON THE CLOSING DATE, THE COMPANY WILL DELIVER
TO SELLER THE PURCHASE PRICE FOR THE SHARES, PAYABLE BY WIRE TRANSFER OF FUNDS
TO THE BANK ACCOUNT OF SELLER, AGAINST DELIVERY BY SELLER OF A STOCK CERTIFICATE
OR CERTIFICATES REPRESENTING THE SHARES DULY ENDORSED FOR TRANSFER, OR
ACCOMPANIED BY AN ASSIGNMENT SEPARATE FROM CERTIFICATE DULY EXECUTED BY SELLER,
IN EITHER CASE WITH SELLER'S SIGNATURE GUARANTEED BY A BANK, TRUST COMPANY OR
BROKERAGE FIRM THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM.
2.
REPRESENTATIONS AND WARRANTIES OF
SELLER.
SELLER REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
SELLER HAS THE FULL RIGHT, POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO SELL, TRANSFER AND DELIVER THE
SHARES PURSUANT HERETO.
(B)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SELLER AND CONSTITUTES THE VALID AND BINDING OBLIGATION OF SELLER,
ENFORCEABLE IN ACCORDANCE WITH THE TERMS.
(C)
SELLER HAS, AND WILL ON THE CLOSING DATE
HAVE, GOOD AND MARKETABLE TITLE TO THE SHARES, FREE AND CLEAR OF ANY SECURITY
INTEREST, MORTGAGE, PLEDGE, LIEN, CHARGE, CLAIM, EQUITY OR ENCUMBRANCE OF ANY
KIND; AND UPON DELIVERY OF THE SHARES AND PAYMENT OF THE PURCHASE PRICE THEREFOR
AS CONTEMPLATED BY THIS AGREEMENT, THE COMPANY WILL RECEIVE GOOD AND MARKETABLE
TITLE TO THE SHARES, FREE AND CLEAR OF ANY SECURITY INTEREST, MORTGAGE, PLEDGE,
LIEN, CHARGE, CLAIM, EQUITY OR ENCUMBRANCE OF ANY KIND.
1
(D)
SELLER ACKNOWLEDGES THAT THE SALE OF THE
SHARES HEREUNDER HAS NOT BEEN SOLICITED OR INDUCED BY ANY ACTION BY OR ON BEHALF
OF THE COMPANY OR BY ANY REPRESENTATIONS MADE BY OR ON BEHALF OF THE COMPANY
WITH RESPECT TO THE COMPANY, ITS BUSINESS OR PROSPECTS.
SELLER ACKNOWLEDGES
THAT ITS DECISION TO SELL THE SHARES IS BASED UPON ITS OWN BUSINESS OBJECTIVES
AND ITS OWN EVALUATION OF THE VALUE OF THE SHARES AND THE RISKS AND MERITS OF
THE COMPANY'S BUSINESS AND PROSPECTS, INCLUDING THE POSSIBILITY THAT THE VALUE
OF THE SHARES MAY INCREASE MATERIALLY IN THE FUTURE.
3.
REPRESENTATIONS AND WARRANTIES OF