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: TO PURCHASE THE GUARANTEED OBLIGATIONS OR ANY
PROPERTY CONSTITUTING SECURITY THEREFOR; 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 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.