{"id":41183,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/note-purchase-agreement-quotesmith-com-inc-and-intuit-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"note-purchase-agreement-quotesmith-com-inc-and-intuit-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/note-purchase-agreement-quotesmith-com-inc-and-intuit-inc.html","title":{"rendered":"Note Purchase Agreement &#8211; Quotesmith.com Inc. and Intuit Inc."},"content":{"rendered":"<pre>                             NOTE PURCHASE AGREEMENT\n\n   \n         This Note Purchase Agreement, dated as of June 23, 1999\n(this 'AGREEMENT'), is entered into by and between QUOTESMITH.COM, INC., a\nDelaware corporation (the 'COMPANY'), and INTUIT INC., a Delaware corporation\n(the 'PURCHASER').\n    \n                                     RECITAL\n\n         On the terms and subject to the conditions set forth herein, Purchaser\nis willing to purchase from the Company and the Company is willing to sell to\nPurchaser a Promissory Note (the 'NOTE') in the form attached hereto as Exhibit\nA for an aggregate purchase price of $2,000,000.00.\n\n         AGREEMENT\n\n         NOW, THEREFORE, in consideration of the foregoing, and the\nrepresentations, warranties and conditions set forth below, the parties hereto,\nintending to be legally bound, hereby agree as follows:\n\n         1.   The Note.\n\n              (a) Issuance of the Note. In reliance upon the representations,\nwarranties and covenants of the parties set forth herein, the Company agrees to\nissue, sell and deliver to the Purchaser, and the Purchaser agree to purchase\nfrom the Company, the Note. The purchase price for the Note shall be payable in\nimmediately available funds.\n\n              (b) Terms of the Note. The terms and conditions of the Note are\nset forth in the form of Note attached as Exhibit A hereto. Capitalized terms\nnot otherwise defined herein shall have the meaning set forth in the Note.\n              \n              (c) Delivery. The Company will deliver to the Purchaser an\nexecuted version of the Note against receipt by the Company of the purchase\nprice of $2,000,000.00 for such Note.\n\n         2.   Representations and Warranties of the Company. The Company hereby\nrepresents and warrants to the Purchaser that the statements contained in the\nfollowing paragraphs of this Section 2 are all true and correct as of the time\nof issuance of the Note:\n\n              (a) Organization and Standing: Articles and Bylaws. The Company is\na corporation duly organized, validly existing and in good standing under the\nlaws of the State of Delaware and has all requisite corporate power and\nauthority to carry on its business as now conducted and proposed to be\nconducted.\n\n              (b) Corporate Power. The Company has all requisite legal and\ncorporate power to enter into, execute and deliver this Agreement and the Note.\nThis Agreement is, and upon issuance the Note will be, a valid and binding\nobligation of the Company, each of the Agreement and the Note (upon its\nissuance) being enforceable against the Company in accordance with its\nrespective terms.\n\n\n\n                                     - 1 -\n\n\n\n             \n              (c) Authorization.\n\n                  (1) Corporate Action. All corporate and legal action on the\npart of the Company and its officers, directors and stockholders necessary for\nthe execution and delivery of this Agreement and the Note, the sale and issuance\nof the Note and the performance of the Company's obligations hereunder and\nthereunder have been taken.\n\n                  (2) Valid Issuance. The Note, when issued in compliance with\nthe provisions of this Agreement, will be validly issued, fully paid and\nnonassessable and will be free of any liens or encumbrances; provided, however,\nthat the Note may be subject to restrictions on transfer under state and\/or\nfederal securities laws as set forth herein, and as may be required by future\nchanges in such laws.\n\n              (d) Financial Statements. With respect to the financial statements\nof the Company (the 'FINANCIAL STATEMENTS') which were included in the\nRegistration Statement on Form S-1 filed by the Company with the Securities and\nExchange Commission on May 26, 1999 (the 'REGISTRATION STATEMENT'), such\nFinancial Statements fairly present the financial condition and operating\nresults of the Company as of the dates, and for the periods, indicated therein.\nExcept as set forth in the Financial Statements or as otherwise disclosed in the\nprospectus portion of the Registration Statement, the Company has no material\nliabilities, contingent or otherwise, other than (i) liabilities incurred in the\nordinary course of business subsequent to March 31, 1999 or (ii) obligations\nunder contracts or commitments incurred in the ordinary course of business and\nnot required under generally accepted accounting principles to be reflected in\nthe Financial Statements, which, in the case of both the foregoing clauses (i)\nand (ii), individually or in the aggregate, are not material to the financial\ncondition or operating results of the Company.\n\n              (e) No Materially Adverse Change. Since March 31, 1999, no\ntransaction, arrangement, event or other circumstance has occurred or existed\nwhich (i) has had a material adverse effect on the business, assets, properties,\noperations or condition (financial or otherwise) of the Company or (ii) is, as\nof the date hereof, reasonably expected to result in any such effect.\n\n              (f) Government Consent, Etc. No consent, approval, order or\nauthorization of, or designation, registration, declaration or filing with, any\nfederal, state, local or provincial or other governmental authority on the part\nof the Company is required in connection with the valid execution, delivery and\nperformance of this Agreement or the Note, or the offer, sale or issuance of the\nNote, other than, if required, filings or qualifications under applicable blue\nsky laws, which filings or qualifications, if required, will be timely filed or\nobtained by the Company.\n\n              (g) Disclosure. The Registration Statement contains all\ninformation which a reasonable investor would consider appropriate in deciding\nwhether to purchase the Note as well as all information which the Company\nbelieves is reasonably necessary to enable the Purchaser to make such a\ndecision. When considered together with the Registration Statement, neither this\nAgreement nor any other statement or certificate made or delivered in connection\nwith this Agreement and the transactions contemplated hereby contains any untrue\nstatement of a material fact or omits to state a material fact necessary to make\nthe statements herein or therein not misleading.\n\n\n\n                                     - 2 -\n\n\n\n         3.   Representations and Warranties by the Purchaser. The Purchaser\nrepresents and warrants to the Company as of the time of issuance of the Note as\nfollows:\n\n              (a) Investment Intent: Authority. This Agreement is made with the\nPurchaser in reliance upon the Purchaser's representation to the Company, as\nevidenced by Purchaser's execution of this Agreement, that Purchaser is\nacquiring the Note for the Purchaser's own account, not as nominee or agent, for\ninvestment and not with a view to, or for resale in connection with, any\ndistribution or public offering thereof within the meaning of the Securities Act\nof 1933, as amended (the 'SECURITIES ACT'). The Purchaser has the full right,\npower, authority and capacity to enter into and perform this Agreement, and this\nAgreement will constitute a valid and binding obligation upon the Purchaser,\nexcept as the same may be limited by bankruptcy, insolvency, moratorium and\nother laws of general application affecting the enforcement of creditors'\nrights.\n\n              (b) Not Registered. The Purchaser understands and acknowledges\nthat the offering and sale of the Note pursuant to this Agreement will not be\nregistered under the Securities Act on the grounds that the offering and sale of\nthe Note are exempt from registration under the Securities Act, and that the\nCompany's reliance upon such exemption is predicated upon the Purchaser's\nrepresentations set forth in this Agreement. The Purchaser acknowledges and\nunderstands that resale of the Note may be restricted indefinitely unless the\nNote is subsequently registered under the Securities Act or an exemption from\nsuch registration is available.\n\n              (c) No Transfer. Purchaser covenants that in no event will it\ndispose of the Note other than in conjunction with an effective registration\nstatement under the Securities Act or pursuant to an exemption therefrom (e.g.,\nRule 144 promulgated under the Securities Act) or to an entity affiliated with\nthe Purchaser.\n\n              (d) Knowledge and Experience. Purchaser (i) has such knowledge and\nexperience in financial and business matters as to be capable of evaluating the\nmerits and risks of the Purchaser's prospective investment in the Note; (ii) has\nthe ability to bear the economic risks of the Purchaser's prospective\ninvestment; (iii) has had all questions which have been asked by the Purchaser\nsatisfactorily answered by the Company; and (iv) has not been offered the Note\nby any form of advertisement, article, notice or other communication published\nin any newspaper, magazine or similar media or broadcast over television or\nradio, or any seminar or meeting whose attendees have been invited by any such\nmedia.\n\n         4.   Miscellaneous.\n\n              (a) Waivers and Amendments. Any provision of this Agreement may be\namended, waived or modified upon the written consent of the Company and the\nPurchaser.\n\n              (b) Governing Law. This Agreement and all actions arising out of\nor in connection with this Agreement shall be governed by and construed in\naccordance with the laws of the State of Illinois, without regard to the\nconflicts of law provisions of the State of Illinois or of any other state.\n\n              (c) Entire Agreement. This Agreement, together with the form of\nthe Note \n\n\n\n                                     - 3 -\n\n\n\n\nattached hereto, constitutes the full and entire understanding and agreement\nbetween the parties with regard to the subjects hereof and thereof.\n\n              (d) Notices, Etc. All notices and other communications required or\npermitted hereunder shall be in writing and shall be sent via overnight courier\nservice or mailed by certified or registered mail, postage prepaid, return\nreceipt requested, addressed or sent (a) if to the Purchaser, at the address of\nthe Purchaser set forth below such party's name on the signature page hereto, or\nat such other address or number as the Purchaser shall have furnished to the\nCompany in writing, or (b) if to the Company, at 8205 South Cass Avenue, Suite\n102, Darien, Illinois 60561, or at such other address or number as the Company\nshall have furnished to the Purchaser in writing.\n\n              (e) Validity. If any provision of this Agreement or the Note shall\nbe judicially determined to be invalid, unlawful or unenforceable, the validity,\nlawfulness and enforceability of the remaining provisions shall not in any way\nbe affected or impaired thereby.\n\n              (f) Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall be deemed to constitute one instrument.\n\n              (g) Disclosure. The Company shall not issue any press release or\nmake any other announcement regarding this Agreement or any of the terms hereof\nwithout the prior written consent of the Purchaser; provided, however, that the\nCompany may disclose, in any amendment to the Registration Statement, such\ninformation concerning the terms of this Agreement as may be required, in the\nopinion of the Company's counsel, to satisfy the disclosure obligations of the\nCompany under the Securities Act so long as the Purchaser is given advance\nnotice of such disclosure and a reasonable advance opportunity to comment upon\nand modify any such disclosure.\n\n\n\n\n\n\n\n\n\n\n\n                                     - 4 -\n\n\n\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted and delivered by their proper and duly authorized officers as of the\ndate and year first written above.\n\nTHE COMPANY:\n\nQuotesmith.com, Inc.,\na Delaware corporation\n\n\n\nBy: \/s\/ ROBERT S. BLAND       \nIts: Chairman, President and Chief Executive Officer\n\n\nBy: \/s\/ THOMAS A. MUNRO\nIts: Secretary, Vice President and Chief Financial Officer\n\n\nTHE PURCHASER:\n\nIntuit Inc.,\na Delaware corporation\n\n\n\nBy: \/s\/ KRISTEN BROWN \n     Kristen Brown\n     Vice President, Business Development\n\nAddress:      Intuit Inc.\n              Attn:  Kristen Brown\n                     Vice President, Business Development\n              2535 Garcia Avenue\n              Mountain View, CA 94043\n\n\n\n\n\n                                     - 5 -\n\n\n\n\n                                    EXHIBIT A\n\nTHIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.\nIT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE\nREGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL\nSATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.\n\n\n                                 PROMISSORY NOTE\n\n   \n$2,000,000.00                                                    June   , 1999\n------------                                                  Darien, Illinois\n    \n\n\n   \n         FOR VALUE RECEIVED, Quotesmith.com, Inc., a Delaware corporation (the\n'COMPANY'), promises to pay to Intuit Inc., a Delaware corporation (the\n'HOLDER'), or its registered assigns, the principal sum of $2,000,000.00, or\nsuch lesser amount as shall then equal the outstanding principal amount hereof,\ntogether with interest from the date of this Note on the unpaid principal\nbalance at a rate equal to twelve and one-half percent (12.5%) per annum. All\naccrued and unpaid interest hereunder shall be payable in quarterly installments\ncommencing on the date which is three (3) months after the date hereof and\ncontinuing every three (3) months thereafter. The interest rate shall be\ncomputed on the basis of the actual number of days elapsed and a year of 365\ndays. All unpaid principal, together with the balance of accrued and unpaid\ninterest and any other amounts payable hereunder, shall be due and payable on\ndemand at any time after the earlier of (i)            , 2000, [18 MONTHS FROM \nTHE DATE OF THIS NOTE] (ii) a Public Offering (defined below) or (iii) an Event \nof Default (defined below). Moreover, promptly upon the Company's receipt of \nthe same, the Company shall prepay all unpaid principal, together with the \nbalance of accrued and unpaid interest and any other amounts payable hereunder, \nto the extent of the net proceeds to the Company from any Financing (defined \nbelow).\n    \n\n         The following is a statement of the rights of the Holder and the\nconditions to which this Note is subject, and to which the Holder hereof, by the\nacceptance of this Note, agrees:\n\n         1.   Definitions. As used in this Note, the following capitalized terms\nhave the following meanings:\n\n              (a) 'FINANCING' shall mean any sale of the Company's equity\nsecurities or any other securities which are exchangeable for the Company's\nequity securities, excepting any such sale to one or more employees of the\nCompany pursuant to any stock option, stock purchase or other employee benefit\nplan maintained by the Company.\n\n              (b) 'OBLIGATIONS' shall mean all principal and accrued interest\ndue hereunder.\n\n              (c) 'PUBLIC OFFERING' shall mean the closing of any sale of the\nCompany's common stock in a public offering registered under the Securities Act\nof 1933, as amended (the 'SECURITIES ACT').\n\n\n                                      A-1\n\n\n\n\n         2.   Events of Default. The occurrence of any of the following shall\nconstitute an 'EVENT OF DEFAULT' under this Note:\n\n              (a) Failure to Pay. The Company shall fail to pay when due any\namount of principal or interest hereunder or any other amount payable by the\nCompany hereunder;\n\n              (b) Breach of Representation. Any representation or warranty of\nthe Company made in this Note or with respect to or in connection with the\nissuance of this Note (including, without limitation, any representation or\nwarranty of the Company set forth in that certain Note Purchase Agreement\nbetween the Company and the Holder with respect to this Note - the 'NOTE\nPURCHASE AGREEMENT') shall have been false in any respect when made.\n\n              (c) Breach of Covenant. Without limiting the foregoing, the\nCompany shall fail in any respect to perform or observe when required any\ncovenant, condition or agreement for performance or observance by the Company\nwhere the same (i) is either set forth in this Note or in any document or\ninstrument entered into or delivered by the Company with respect to or in\nconnection with the issuance of this Note (including, without limitation, any\ncovenant, condition or agreement set forth in the Note Purchase Agreement) and,\n(ii) if capable of being remedied in fifteen (15) or fewer days, has not been\nremedied within fifteen (15) days after the Company's receipt of written notice\nwith respect thereto.\n\n              (d) Voluntary Bankruptcy or Insolvency Proceedings. The Company\nshall (i) apply for or consent to the appointment of a receiver, trustee,\nliquidator or custodian of itself or of all or a substantial part of its\nproperty, (ii) be unable, or admit in writing its inability, to pay its debts\ngenerally as they mature, (iii) make a general assignment for the benefit of its\nor any of its creditors, (iv) be dissolved or liquidated in full or in part, (v)\nbecome insolvent (as such term may be defined or interpreted under any\napplicable statute), (vi) commence a voluntary case or other proceeding seeking\nliquidation, reorganization or other relief with respect to itself or its debts\nunder any bankruptcy, insolvency or other similar law now or hereafter in effect\nor consent to any such relief or to the appointment of or taking possession of\nits property by any official in an involuntary case or other proceeding\ncommenced against it, or (vii) take any action for the purpose of effecting any\nof the foregoing; or\n\n              (e) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings\nfor the appointment of a receiver, trustee, liquidator or custodian of the\nCompany or of all or a substantial part of the assets thereof, or an involuntary\ncase or other proceedings seeking liquidation, reorganization or other relief\nwith respect to the Company or the debts thereof under any bankruptcy,\ninsolvency or other similar law now or hereafter in effect shall be commenced,\nand such proceedings shall not have been stayed or dismissed within sixty (60)\ndays after commencement of the same.\n\n         3.   Rights of Holder Upon Default. Upon the occurrence or existence of\nany Event of Default and at any time thereafter during the continuance of such\nEvent of Default, the Holder may declare all outstanding Obligations payable by\nthe Company hereunder to be immediately due and payable without presentment,\ndemand, protest or any other notice of any kind, all of which are hereby\nexpressly waived. In addition to the foregoing remedies, upon the occurrence or\nexistence of any \n\n\n\n                                      A-2\n\n\n\nEvent of Default, the Holder may exercise any other right, power or remedy\ngranted to it or otherwise permitted to it by law, either by suit in equity or\nby action at law, or both.\n\n         4.   Successors and Assigns. Subject to the restrictions on transfer\ndescribed in Sections 6 and 7 below, the rights and obligations of the Company\nand the Holder of this Note shall be binding upon and benefit the successors,\nassigns, heirs, administrators and transferees of the parties.\n\n         5.   Waiver and Amendment. Any provision of this Note may be amended,\nwaived or modified upon the written consent of the Company and the Holder.\n\n         6.   Transfer of this Note. This Note may not be transferred or\nassigned in violation of any restrictive legend set forth hereon; provided,\nhowever, that the Company acknowledges and agrees that any transfer or\nassignment by the Holder of this Note to any affiliate of the Holder shall not\nbe deemed to be a violation of such legend and, notwithstanding any other\nprovision of this Note to the contrary, any such transfer or assignment shall be\npermitted without the performance or observance of any requirements by the\nHolder (except for notice to the Company). Each new Note issued upon transfer or\nassignment of this Note shall bear a legend as to the applicable restrictions on\ntransferability in order to ensure compliance with the Securities Act, unless in\nthe opinion of counsel for the Company such legend is not required in order to\nensure compliance with the Securities Act. Prior to presentation of this Note\nfor registration of transfer or assignment, the Company shall treat the\nregistered holder hereof as the owner and holder of this Note for the purpose of\nreceiving all payments of principal and interest hereon and for all other\npurposes whatsoever, whether or not this Note shall be overdue, and the Company\nshall not be affected by notice to the contrary.\n\n         7.   Assignment by the Company. Neither this Note nor any of the\nrights, interests or obligations hereunder may be assigned, by operation of law\nor otherwise, in whole or in part, by the Company without the prior written\nconsent of the Holder.\n\n         8.   Treatment of Note. To the extent permitted by generally accepted\naccounting principles, the Company will treat, account and report this Note as\ndebt and not equity for accounting purposes and with respect to any returns\nfiled with federal, state or local tax authorities.\n\n         9.   Notices. Any notice, request or other communication required or\npermitted hereunder shall be in writing and shall be deemed to have been duly\ngiven if personally delivered or mailed by registered or certified mail, postage\nprepaid, or by recognized overnight courier or personal delivery at the\nprincipal executive offices of the Company, in the instance of the Company, or\nthe address of the Holder as set forth in the records maintained by the Company,\nin the instance of the Holder. Any party hereto may by notice so given change\nits address for future notice hereunder. Notice shall conclusively be deemed to\nhave been given when received.\n\n         10.  Payment. Payment shall be made in lawful tender of the United\nStates.\n\n         11.  Expenses; Waivers. If any action or other proceeding is instituted\nto collect this Note, the Company shall pay all costs and expenses, including,\nwithout limitation, reasonable attorneys' fees and costs, incurred by the Holder\nor its transferees or assigns in connection with such action or other\nproceeding. The Company hereby waives notice of default, presentment or demand\nfor payment, \n\n\n\n                                      A-3\n\n\n\nprotest or notice of nonpayment or dishonor and all other notices or demands\nrelative to this instrument.\n\n         12.  Governing Law. This Note and all actions arising out of or in\nconnection with this Note shall be governed by and construed in accordance with\nthe laws of the State of Illinois, without regard to the conflicts of law\nprovisions of the State of Illinois or of any other state.\n\n         13.  Validity. If any provision of this Note shall be judicially\ndetermined to be invalid, unlawful or unenforceable, the validity, lawfulness\nand enforceability of the remaining provisions shall not in any way be affected\nor impaired thereby.\n\n         14.  Excessive Interest. Notwithstanding any other provision herein to\nthe contrary, this Note is hereby expressly limited so that the interest rate\ncharged hereunder shall at no time exceed the maximum rate permitted by\napplicable law. If, for any circumstance whatsoever, the interest rate charged\nexceeds the maximum rate permitted by applicable law, the interest rate shall be\nreduced to the maximum rate permitted, and if the Holder shall have received an\namount that would cause the interest rate charged to be in excess of the maximum\nrate permitted, such amount that would be excessive interest shall be applied to\nthe reduction of the principal amount owing hereunder (without charge for\nprepayment) and not to the payment of interest, or if such excessive interest\nexceeds the unpaid balance of principal, such excess shall be refunded to the\nCompany.\n\n         IN WITNESS WHEREOF, the Company has caused this Note to be issued as of\nthe date first written above.\n\n\n                                              QUOTESMITH.COM, INC.,\n                                              a Delaware corporation\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7908],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9560,9567],"class_list":["post-41183","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intuit-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41183","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41183"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41183"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41183"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41183"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}