Zebu Sample Contracts

Zebu – CREDIT AGREEMENT (April 12th, 2000)

Exhibit 10.14 CREDIT AGREEMENT BY AND BETWEEN LASALLE BANK NATIONAL ASSOCIATION AND SELECTQUOTE INSURANCE SERVICES FEBRUARY 8, 2000 CREDIT AGREEMENT This Credit Agreement is made as of February 8, 2000 by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking association with its principal offices located in Chicago, Illinois, ("LENDER"), and SELECTQUOTE INSURANCE SERVICES, a California corporation with its principal offices located in San Francisco, California ("BORROWER"). WITNESSETH: WHEREAS, the Borrower desires to borrow from the Lender certain amounts for the purposes set forth in Section 8.

Zebu – INVESTMENT AGREEMENT (April 12th, 2000)

Exhibit 4.5 INVESTMENT AGREEMENT by and between SELECTQUOTE, INC., HIGH RIDGE CAPITAL PARTNERS II, L.P., MARSH & MCLENNAN CAPITAL TECHNOLOGY VENTURE FUND, L.P., MARSH & MCLENNAN CAPITAL TECHNOLOGY PROFESSIONALS VENTURE FUND, L.P., TRIDENT II, L.P. MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P. and MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P. Dated as of February 29, 2000 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this "AGREEMENT") is made as of the 29th day of February, 2000 by and among SelectQuote, Inc., a Delaware corporation (the "COMPANY"), Marsh & McLennan Capital Technology Venture

Zebu – INVESTMENT AGREEMENT (April 12th, 2000)

Exhibit 4.4 INVESTMENT AGREEMENT by and between SELECTQUOTE, INC. and HIGH RIDGE CAPITAL PARTNERS II, L.P. Dated as of December 27, 1999 S-1 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this "AGREEMENT") is made as of the 27th day of December, 1999 by and between SelectQuote, Inc., a Delaware corporation (the "COMPANY"), and High Ridge Capital Partners II, L.P., a Delaware limited partnership (the "PURCHASER"). WHEREAS, the Purchaser wishes to subscribe for and purchase shares of the Company's Series D Preferred Stock, par value $0.01 per share (the "SERIES D PREFERRED"); WHEREAS, the Company wishes to issue and sell to th

Zebu – SOFTWARE DEVELOPMENT AGREEMENT (March 1st, 2000)

SOFTWARE DEVELOPMENT AGREEMENT This Software Development Agreement (this "AGREEMENT") is entered into as of ___________, 199__ between Software Technology International ("STI") and Innovative Information Group ("IIG"). RECITALS A. Each party engages in research, development and consulting activities in the field of software engineering; B. STI has ongoing research, development and software engineering projects for which it would like STI to provide software consulting services (the "PROJECTS"; each a "PROJECT"), which are or shall be described in Exhibit A, as attached hereto and as amended by the parties from time to time. AGREEMENT The parties agree as follows: 1. DEFINITIONS. As used herein: (a) The term "SOFTWARE" shall mean the results and products (interim and/or final) of the consulting services performed by STI, its em

Zebu – OFFICE LEASE (March 1st, 2000)

OFFICE LEASE OF THE BUILDING OWNERS AND MANAGERS ASSOCIATION OF SAN FRANCISCO THIS LEASE, MADE THIS 19 DAY OF MAY 1997 BETWEEN COAST COUNTIES PROPERTY MANAGEMENT INC. LANDLORD, AND SELECTQUOTE INSURANCE SERVICES AS TENANT. W I T N E S S E T H SECTION 1. PREMISES Landlord hereby leases to Tenant and Tenant hereby hires from Landlord those certain premises (hereinafter called "PREMISES") commonly known as SUITE 304 consisting of approximately 3,846 rentable square feet and highlighted on EXHIBIT A, attached hereto and by this reference made a part hereof, said premises being situated on the 3rd. floor that certain building (hereinafter called "BUILDING") known as 657 MISSION ST., SAN FRANCISCO, CALIFORNIA, 94105. Said letting and hiring is upon and subject to the terms, covenants and conditions herein set forth and Tenant covenant as material part of the consideration for this Lease to ke

Zebu – RESTATED CERTIFICATE OF INCORPORATION (March 1st, 2000)

RESTATED CERTIFICATE OF INCORPORATION OF ZEBU ARTICLE I The name of the corporation is Zebu (the "CORPORATION"). ARTICLE II The address of the Corporation's registered office in the State of Delaware is: 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporate Trust Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV SECTION 1. The total number of shares of all classes of stock which the Corporation has authority to issue is One Hundred Ten Million (110,000,000) shares, consisting of two

Zebu – EQUITY UNDERWRITING AGREEMENT (March 1st, 2000)

_______________ SHARES ZEBU, INC. COMMON STOCK ($0.01 PAR VALUE) EQUITY UNDERWRITING AGREEMENT _______________, 2000 Deutsche Banc Securities Inc. U.S. Bancorp Piper Jaffray Inc. Cochran, Caronia Securities LLC As Representatives of the Several Underwriters c/o Deutsche Banc Securities Inc. One South Street Baltimore, Maryland 21202 Ladies and Gentlemen: Zebu, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of __________ shares of the Company's common stock, $0.01 par value (the "Firm Shares"). The respective numbers of Firm Shares to be purchased by the several Underwriters are set forth

Zebu – MERGER AGREEMENT (March 1st, 2000)

MERGER AGREEMENT This Merger Agreement (the "MERGER AGREEMENT") is entered into as of December 21, 1999 by and among SelectQuote Insurance Services, a California corporation ("SQIS"), SelectTech, a Nevada corporation ("SELECTTECH"), SelectQuote, Inc., a Delaware corporation ("HOLDING COMPANY"), and SelectQuote Acquisition Sub, a California corporation and a wholly-owned subsidiary of Holding Company ("SUB;" together with SQIS, SelectTech and Holding Company, the "PARTIES"). RECITALS A. The Boards of Directors of the Parties deem it advisable and in the best interests of the Parties and their respective shareholders that SelectTech and Sub merge with and into SQIS (the "MERGER"). B. The Parties previously have entered into an Agreement and Plan of Reorganization dated as of August 17, 1999 as amended by an Amendment to Agreement and Plan of Reorganization dated as of December 17, 1999 (th

Zebu – OFFICE LEASE (March 1st, 2000)

OFFICE LEASE between MARKET & SECOND, INC., a Delaware corporation as Landlaord and SELECTQUOTE INSURANCE SERVICES, INC., a California corporation as Tenant Dated as of August 31, 1999 San Francisco, California OFFICE LEASE BASIC LEASE INFORMATION Date: August 31, 1999 Landlord: MARKET & SECOND, INC., a Delaware corporation Tenant: SELECTQUOTE INSURANCE SERVICES, INC. a California corporation Building (Par

Zebu – 1999 STOCK OPTION PLAN (March 1st, 2000)

SELECTQUOTE, INC. 1999 STOCK OPTION PLAN 1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants of the Company and its Subsidiaries, and to promote the success of the Company's business. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options at the discretion of the Committee. 2. DEFINITIONS. As used herein, and in any Option granted hereunder, the following definitions shall apply: "AFFILIATE" shall mean any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with, the Company. "BOARD" shall mean the Board of Directors of the Company. "CODE" shal

Zebu – STOCK OPTION AGREEMENT (March 1st, 2000)

SELECTQUOTE, INC. STOCK OPTION AGREEMENT FOR 1999 STOCK OPTION PLAN I. NOTICE OF STOCK OPTION GRANT Optionee's Name and Address: -------------------------------------- -------------------------------------- -------------------------------------- Social Security Number/Tax ID -------------------------------------- You have been granted an option to purchase shares of Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: Grant Number -------------------------------------- Date of Grant ------

Zebu – 1999 EMPLOYEE STOCK PURCHASE PLAN (March 1st, 2000)

SELECTQUOTE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN SelectQuote, Inc., a Delaware corporation (the "Company"), hereby establishes this 1999 Employee Stock Purchase Plan (the "Plan"). 1. PURPOSE OF PLAN. The purpose of the Plan is to enable Eligible Employees (as defined in Section 3) who wish to become shareholders of the Company a convenient and favorable method of doing so. The Plan is intended to constitute an "employee stock purchase plan," as defined in Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be interpreted and administered to further that intent. 2. ADMINISTRATION OF THE PLAN. The Plan will be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"). Subject to the provisions of the Plan, the Committee will have the complete authority to interpret the Plan, to adopt, amend and rescind rules and

Zebu – REGISTRATION RIGHTS AGREEMENT (March 1st, 2000)

SELECTQUOTE, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as of February __, 2000, by and among SelectQuote, Inc., a Delaware corporation (the "COMPANY"), Marsh & McLennan Capital Technology Venture Fund, L.P., a Delaware limited partnership, Marsh & McLennan Capital Technology Professionals Venture Fund, L.P., a Delaware limited partnership, Trident II, L.P., a Cayman Islands exempted limited partnership, Marsh & McLennan Employees', Securities Company, L.P., a Cayman Islands exempted limited partnership, Marsh & McLennan Capital Professionals Fund, L.P., a Cayman Islands exempted limited partnership (collectively, the "MARSH PARTIES"); High Ridge Capital Partners II, L.P., a Delaware limited partnership ("HIGH RIDGE"); McCutchen, Doyle, Brown & Enersen, LLP ("MDBE") and each of the

Zebu – SOFTWARE DEVELOPMENT AGREEMENT (March 1st, 2000)

SOFTWARE DEVELOPMENT AGREEMENT This Software Development Agreement (this "AGREEMENT") is entered into as of April 30, 1997 between Innovative Information Group, Inc. ("IIG"), with its corporate office at 6481 Oneida Court, Sun Valley, Nevada 89433-6654, and SelectTech, with its principal office at 595 Market Street, 6th Floor, San Francisco, California 94105. RECITALS A. IIG engages in research, development and consulting activities in the field of software engineering; B. SelectTech engages in the development of software products for the management and transmission of data in the insurance industry; and C. SelectTech has ongoing research, development and software engineering projects for which it would like IIG to provide software consulting services (the "PROJECTS"; each a "PROJECT"), which are or shall be described in Exhibit A, as attached hereto and as amended by the parties f

Zebu – EMPLOYMENT AGREEMENT (March 1st, 2000)

FORM OF EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is entered into as of ___________, 1999 between SELECTQUOTE, INC., a Delaware corporation (hereinafter referred to as the "COMPANY"), and ____________________ (hereinafter referred to as the "EXECUTIVE"). R E C I T A L S: A. The Company wishes to engage the Executive as the __________ of the Company on the terms and conditions set forth in this Agreement. B. The Executive is willing to accept employment as the ___________ of the Company on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in this Agreement, the Company and the Executive agree as follows: 1. POSITION AND RESPONSIBILITIES. (a) POSITION. The Executive shall have the title and position of ____________________

Zebu – SOFTWARE DEVELOPMENT AGREEMENT (March 1st, 2000)

SOFTWARE DEVELOPMENT AGREEMENT This Software Development Agreement (this "AGREEMENT") is entered into as of February 24, 1997 between Software Technology International ("STI") and Client Server Programs Ltd. ("CSP"). RECITALS A. Each party engages in research, development and consulting activities in the field of software engineering. B. STI has ongoing research, development and software engineering projects for which it would like CSP to provide software consulting services (the "PROJECTS"; each a "PROJECT"), which are or shall be described in Exhibit A, as attached hereto and as amended by the parties from time to time. AGREEMENT The parties agree as follows: 1. DEFINITIONS. As used herein: (a) The term "SOFTWARE" shall mean the results and products (interim and/or final) of the consulting services performed by CSP, its employee

Zebu – AGREEMENT AND PLAN OF REORGANIZATION (March 1st, 2000)

AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION This Amendment to Amended and Restated Agreement and Plan of Reorganization (this "AMENDMENT") is effective as of December 17, 1999 by and among SelectQuote Insurance Services, a California corporation ("SQIS"), SelectTech, a Nevada corporation ("SELECTTECH"), SelectQuote, Inc., a Delaware corporation ("HOLDING COMPANY"), and SelectQuote Acquisition Sub, a California corporation and a wholly owned subsidiary of Holding Company ("SUB"). RECITALS A. The Boards of Directors of SQIS, SelectTech, Holding Company and Sub have approved the proposed merger of SelectTech and Sub with and into SQIS (the "MERGER") in accordance with the California General Corporation Law (the "CGCL") and pursuant to and subject to the terms of the Merger Agreement (the "MERGER AGREEMENT") to be exe

Zebu – DEBENTURE PURCHASE AGREEMENT (March 1st, 2000)

[EXECUTION COPY] AMENDED AND RESTATED DEBENTURE PURCHASE AGREEMENT (12% SENIOR SECURED CONVERTIBLE DEBENTURES) THIS AMENDED AND RESTATED DEBENTURE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of December 27, 1999 by and among SECURITY CONNECTICUT LIFE INSURANCE COMPANY, a Connecticut corporation ("Security Connecticut"), PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation ("Protective"), NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE, an Illinois corporation ("North American", and together with Security Connecticut and Protective, collectively, the "Purchasers" and individually, a "Purchaser"), and SELECTQUOTE INC., a Delaware corporation ("SelectQuote"). RECITALS WHEREAS, Purchasers, have heretofore purchased from SelectTech, a Nevada corporation ("SelectTech"), 12% Senior Secured Convertible Debentures (the "Debent

Zebu – AFFILIATE AGREEMENT (March 1st, 2000)

FORM OF AFFILIATE AGREEMENT This Agreement (the "Affiliate Agreement") is delivered as of December ___, 1999, to SelectQuote, Inc., a Delaware corporation ("HOLDING COMPANY") by the undersigned stockholder (the "STOCKHOLDER") of SelectTech, a Nevada corporation ("SELECTTECH"), or SelectQuote Insurance Services, a California corporation ("SQIS"). W I T N E S S E T H: WHEREAS, SelectTech and SelectQuote Acquisition Sub, a California corporation and a wholly owned subsidiary of Holding Company ("SUB"), and SQIS have entered into an Amended and Restated Agreement and Plan of Reorganization dated as of August 17, 1999 (the "MERGER AGREEMENT"), pursuant to which SelectTech and Sub each will be merged with and into SQIS (the "MERGER"), whereby SQIS will be the surviving corporation and will become a wholly owned subsidiary of Holding Company; and WHEREAS, the Stoc

Zebu – AGREEMENT AND PLAN OF REORGANIZATION (March 1st, 2000)

AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION This Amended and Restated Agreement and Plan of Reorganization (this "AGREEMENT") is effective as of August 17, 1999 by and among SelectQuote Insurance Services, a California corporation ("SQIS"), SelectTech, a Nevada corporation ("SELECTTECH"), SelectQuote, Inc., a Delaware corporation ("HOLDING COMPANY"), and SelectQuote Acquisition Sub, a California corporation and a wholly owned subsidiary of Holding Company ("SUB"). RECITALS A. The Boards of Directors of SQIS, SelectTech, Holding Company and Sub have approved the proposed merger of SelectTech and Sub with and into SQIS (the "MERGER") in accordance with the California General Corporation Law (the "CGCL") and pursuant to and subject to the terms of the Merger Agreement in the form attached hereto as EXHIBIT A and incorporated herein by reference (the "MERGER AGREEMEN

Zebu – INDEMNITY AGREEMENT (March 1st, 2000)

FORM OF INDEMNITY AGREEMENT This Indemnification Agreement (the "AGREEMENT") is made as of _______ ___, 2000, by and between SelectQuote, Inc., a Delaware corporation (the "COMPANY"), and _____________ ("INDEMNITEE"). RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances,

Zebu – OFFICE LEASE (March 1st, 2000)

595 MARKET STREET OFFICE LEASE BASIC LEASE INFORMATION LANDLORD: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES TENANT: SELECTQUOTE INSURANCE SERVICES FLOORS: 6th and 7th (Entire Term) 5th (May 1, 1999 - November 30, 2002) SUITES: 600 and 740 (Entire Term) 500 (May 1, 1999 - November 30, 2002) SQUARE FOOTAGE: 15,093 (Commencement Date - April 30, 1999) 28,913 (May 1, 1999 - November 30, 2002) MONTHLY BASE RENT: Commencement Date - October 31, 1996 -- $22,639.50 November 1, 1996 - October 31, 1997 -- $23,897.25 November 1, 1997 - October 31, 1998 -- $25,155.00 November 1, 1998 - April 30, 1999 -- $26,412.75 May 1, 1999 - October 31, 1