ContractVoting Agreement • May 12th, 2004 • Zions Bancorporation /Ut/ • National commercial banks • Delaware
EXHIBIT 1 EXECUTION COPY VOTING AGREEMENT This VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of May 7, 2004 by and among Zions Bancorporation, a Utah corporation (“Zions”), on the one hand, and Robert S. Bland, Maureen A. Bland and Southcote Partners, L.P., a Delaware limited partnership, on the other hand, (each, a “Stockholder” and, collectively, the “Stockholders”). WHEREAS, Quotesmith.com, Inc., a Delaware corporation (“Quotesmith”), has entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of January 31, 2004 (executed on March 1, 2004), by and among Quotesmith, Life Quotes Acquisition, Inc., Kenneth L. Manley and Life Quotes, Inc.; WHEREAS, Life Quotes Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Quotesmith (“Life Quotes Acquisition”), has entered into that certain Real Estate Purchase and Sale Agreement (the “Real Estate Purchase Agreement”), dated as of January 31, 2004 (executed on
ContractStock Purchase Agreement • May 12th, 2004 • Zions Bancorporation /Ut/ • National commercial banks
EXHIBIT 3 EXECUTION COPY QUOTESMITH.COM, INC. AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 to that certain Stock Purchase Agreement, dated as of the 1st day of March, 2004 (the “Agreement”), by and between QUOTESMITH.COM, INC., a Delaware corporation (the “Company”), and ZIONS BANCORPORATION, a Utah corporation (the “Investor”), is made as of this 7th day of May, 2004 (this “Amendment”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement or in the Definitions Addendum attached thereto. 1. Amendment. The Agreement is hereby amended in the following respects:
ContractJoinder Agreement • May 12th, 2004 • Zions Bancorporation /Ut/ • National commercial banks
EXHIBIT 4 JOINDER AGREEMENT TO INVESTOR RIGHTS AGREEMENT THIS JOINDER AGREEMENT (this “Joinder Agreement”) forms part of the Investor Rights Agreement, dated as of March 1, 2004 (the “Investor Rights Agreement”), by and among QUOTESMITH.COM, INC., a Delaware corporation, ZIONS BANCORPORATION, a Utah corporation, Robert S. Bland and William V. Thoms. The undersigned hereby acknowledges having received a copy of the Investor Rights Agreement (which is annexed hereto as Schedule I) and having read the Investor Rights Agreement in its entirety, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees that the terms and conditions of the Investor Rights Agreement shall be binding upon the undersigned as if the undersigned were an “Identified Stockholder” as defined in the Investor Rights Agreement and such terms and conditions shall inure to the benefit of and be binding upon the unde
