PLEDGE,
LIEN, CHARGE, CLAIM, EQUITY OR ENCUMBRANCE OF ANY KIND.
(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 THE
COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS:
(A)
THE COMPANY HAS THE FULL RIGHT, POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PURCHASE THE SHARES PURSUANT
HERETO.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY AND THE
PURCHASE OF THE SHARES HEREUNDER HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE
CORPORATE ACTION AND DO NOT AND WILL NOT CONFLICT WITH OR CONSTITUTE A BREACH
OF, OR DEFAULT UNDER, ANY AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A
PARTY OR BY WHICH THE COMPANY MAY BE BOUND, NOR WILL SUCH ACTION RESULT IN ANY
VIOLATION OF THE CHARTER OR BYLAWS OF THE COMPANY OR ANY APPLICABLE LAW,
STATUTE, RULE, REGULATION, JUDGMENT, ORDER, WRIT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY HAVING JURISDICTION OVER THE COMPANY OR ITS PROPERTIES.
(B)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE COMPANY AND CONSTITUTES THE VALID AND BINDING OBLIGATION OF THE
COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
4.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA AS SUCH LAWS ARE APPLIED TO
AGREEMENTS BETWEEN CALIFORNIA RESIDENTS ENTERED INTO AND TO BE PERFORMED
ENTIRELY WITHIN CALIFORNIA.
(B)
THIS AGREEMENT CONSTITUTES THE FULL AND
ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
(C)
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL DOCUMENT, BUT ALL OF
WHICH SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.
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IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representative to execute this Agreement as of the date set forth above.
SOFTBANK AMERICA, INC.
INSWEB CORPORATION
BY:
/S/ JACOBS
BY:
/S/ WILLIAM D. GRIFFIN
TITLE:
VICE PRESIDENT
TITLE:
CHIEF FINANCIAL OFFICER
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