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EXHIBIT 10.1
STOCK PURCHASE AND ASSUMPTION AGREEMENT
THIS STOCK PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of
September 15, 1997 between INSpire Insurance Solutions, Inc., a Texas
corporation ("Seller"), AQS, Inc., a Wisconsin corporation ("Purchaser"),
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and Applied Quoting Systems, Inc., a Wisconsin
corporation ("AQS").
Whereas, AQS was formerly owned by Fleager and other stockholders until AQS was
acquired by Strategic Data Systems, In. ("SDS") pursuant to the terms of that
certain Agreement and Plan of Merger dated August 17, 1991 (the "SDS
Agreement") by and among AQS, AQS Acquisition Corp. and SDS; and
WHEREAS, SDS was acquired by Seller and thereafter merged with and into Seller
resulting in AQS becoming a wholly-owned subsidiary of Seller; and
WHEREAS, Seller and Fleager have entered into a letter of intent dated July 1,
1997 contemplating the sale by Seller of all of the issued and outstanding
capital stock of AQS to Fleager, of which Purchaser is the assignee of Fleager;
and
WHEREAS, Seller desired to sell to Purchaser 100 shares of the common stock par
value $.01 per share of AQS (the "Shares") on the terms and conditions set
forth herein, which Shares constitute all of the issued and outstanding shares
of common stock of AQS; and
WHEREAS, Purchaser desires to purchase the Shares on the terms and conditions
set forth herein; and
WHEREAS, AQS has determined that the sale of the shares to Purchaser is in the
best interest of AQS and AQS has agreed to assume and perform certain
obligations of Seller as an additional inducement for Seller to enter into this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Purchase and Sale of Shares.
(a) Purchase Price. Subject to the terms and conditions
hereof, Seller hereby sells and transfers to Purchaser, and Purchaser
hereby purchases from Seller, the Shares. The aggregate purchase price
("Purchase Price") to be paid by the Purchaser for the Shares shall be
$2,500,000. Upon the execution and delivery of this Agreement, Seller
shall deliver to Purchaser a certificate representing the Shares which
shall be accompanied by a duly executed stock power transferring the
Shares to Purchaser. Purchaser hereby acknowledges receipt of the stock
certificate evidencing the Shares.
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(b) Payment of Purchase Price. The Purchase Price shall be
paid to Seller by wire transfer to Seller's account upon the execution
of this Agreement. Seller has heretofore delivered wire instructions to
Purchaser.
( c) Closing. The closing of the purchase and sale of the
Shares shall take place at the offices of Akin, Gump, Strauss, ▇▇▇▇▇ &
▇▇▇▇, L. L. P., Dallas, Texas concurrently with the execution of this
Agreement by the parties hereto.
2. Termination of Employment Contract Guaranty Agreement and Release
by Fleager. Fleager hereby agrees that (i) this Agreement shall terminate
effective July 1, 1997 that certain Employment Contract Guaranty Agreement
between SDS and Purchaser dated as of September 25, 1991 (the "Employment
Contract Agreement") and that certain Employment and Consulting Agreement
between AQS and Fleager dated as of August 29, 1991 (the "Employment
Agreement"); (ii) Seller shall have no further obligation under the Employment
Contract Agreement from and after July 1, 1997, (iii) AQS shall have no further
obligation under the Employment Agreement from and after July 1, 1997 and (iv)
Fleager, for himself, his heirs, personal representatives, successors and
assigns, does hereby, release, acquit, discharge and covenant not to ▇▇▇ Seller
and AQS, their officers, directors, agents, attorneys, employees, successors
and assigns, with respect to all past, present and future claims, expenses,
losses, liabilities and obligations of any nature whatsoever, relating to the
Employment Contract Agreement and the Employment Agreement, whether accrued or
contingent, known or unknown, whether sounding in contract, to or otherwise.
3. Release by AQS. AQS hereby releases, acquits, discharges and
covenants not to ▇▇▇ Seller, its officers, directors, agents attorneys,
employees, successors and assigns with respect to all past, present and future
claims, expenses, losses, liabilities and obligations of any nature whatsoever,
whether accrued or contingent, known or unknown, whether sounding in contract,
tort or otherwise, based in whole or in any material part upon facts and
circumstances in existence as of the Closing Date; provided however, that
nothing herein shall be deemed to release Seller from any breach of any
representation, warranty or express obligation of Seller under this Agreement.
4. Seller's Activities. Purchaser acknowledges that the business of
Seller includes and will continue to include commercial policy processing,
including, but not limited to, quoting, rating and policy issuance and that
Seller may continue to compete with AQS.
5. Indemnification.
(a) Purchaser, AQS and Fleager jointly and severally agree to
defend, indemnify and hold harmless Seller and its affiliates,
successors and assigns (and their respective directors, officers and
other employees and all other persons or entities acting on behalf of or
under control of any of them) from and against any and all (i)
liabilities, losses, costs or damages ("Loss") and (ii) reasonable
attorneys' fees and expenses, costs of investigation and defense, court
costs and all other reasonable out-of-pocket expenses ("Expense")
incurred by Seller and its affiliates, successors and assigns (and their
respective directors, officers and other employees and all other persons
or entities acting
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on behalf of or under control of any of them) in connection with or
arising from any breach by Purchaser, AQS or Fleager to perform, any of
their covenants, agreements or obligations in this Agreement.
(b) Seller agrees to defend, indemnify and hold harmless
Purchaser, AQS and Fleager and their affiliates, successors and assigns
(and their respective directors, officers and other employees and all
other persons or entities acting on behalf of or under control of any of
them) from and against any and all (i) liabilities, losses, costs or
damages ("Loss") and (ii) reasonable attorneys' fees and expenses, costs
of investigation and defense, court costs and all other reasonable out-
of-pocket expenses ("Expenses") incurred by Purchaser, AQS and Fleager
and their affiliates, successors and assigns (and their respective
directors, officers and other employees and all other persons or
entities acting on behalf of or under control of any of them) in
connection with or arising from any breach by Seller of any of, or any
failure of Seller to perform, any of its covenants, agreements, or
obligations in this Agreement.
(c) For purposes of Sections 6 and 7 hereof, the party or
parties against whom a claim for indemnification is made pursuant to
Sections 6 and 7 hereof are called the Indemnifying Party and the party
or parties claiming indemnification are called the Indemnified Party.
6. Notice of Claims. If an Indemnified Party believes that it has suffered
or incurred any Loss or Expense and is entitled to indemnity from an
Indemnifying party under this Agreement, the Indemnified Party shall so notify
the Indemnifying Party promptly in writing describing such Loss or Expense, the
amount thereof, if known, and the method of computation of such Loss or
Expense. If any action at law or suit in equity is instituted by or against a
third party with respect to which any Indemnified Party intends to claim any
liability or expense as Loss or Expense under this Agreement, any such
Indemnified Party shall promptly notify the Indemnifying Party of such action
or suit. The amount to which an Indemnified Party shall be entitled under this
Agreement shall be determined: (i) by the written agreement between the
Indemnified Party and the Indemnifying Party (ii) by a final judgment, decree,
decision or award of any court, arbitration board or administrative agency of
competent jurisdiction, (iii) by a settlement of the claim or (iv) by any other
means to which the Indemnified Party shall agree. The judgment or decree of a
court shall be deemed final when the time for appeal, if any, shall have
expired and no appeal shall have the burden of proof in establishing the amount
of the Loss and Expense suffered by the Indemnified Party.
7. Third Party Claims.
(a) Subject to paragraph (b) of this Section 7, an Indemnifying Party
under this Agreement shall have the right to conduct and control, through
counsel of its choosing reasonably satisfactory to the Indemnified Party any
third party claim, action or suit, and such party may compromise or settle the
same without cost, obligation or liability of the Indemnified Party. The
Indemnifying Party shall permit the Indemnified Party to participate in the
defense of any such action or suit through counsel chosen by it, provided that
the fees and expenses of such counsel shall be borne by the Indemnified Party
unless (i) the Indemnifying Party shall have
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failed, within a reasonable time after having been notified by the Indemnified
Party of the existence of such claim as provided in Section 6 hereof, to assume
the defense of such claim (ii) the employment of such counsel has been
specifically authorized by the Indemnifying Party, or (iii) the named parties
to any such action (including any impleaded parties) include both such
Indemnified Party and the Indemnifying party and such Indemnified Party shall
have been advised in writing by such counsel that there may be one or more
legal defenses available to it which are different from or additional to those
available to the Indemnifying Party.
(b) The Indemnifying Party shall have 15 business days after receipt
of the notice referred to in Section 6 to notify the Indemnified Party that it
elects to conduct and control such action or suit. If the Indemnifying Party
does not give the foregoing notice, the Indemnified Party shall the right to
defend, contest, settle or compromise such action or suit in the exercise of
its exclusive discretion, and the Indemnifying Party shall, upon request from
the Indemnified Party, promptly pay to such Indemnified Party in accordance
with the other terms of this agreement the amount of any Loss resulting from
its liability to the third party claimant and all related Expense. If the
Indemnifying Party gives the foregoing notice, the Indemnifying Party shall
have the right to undertake, conduct and control, through counsel of its own
choosing reasonably satisfactory to the Indemnified Party and at the sole
expense of the Indemnifying Party, the conduct and settlement of such action or
suit, and the Indemnified Party shall cooperate with the Indemnifying Party in
connection therewith; provided that (x) the Indemnifying Party shall not
thereby permit to exist any lien, claim or encumbrance upon any asset or
property of Indemnified Party; (y) the Indemnifying Party shall permit the
Indemnified Party to participate in such conduct or settlement through counsel
chosen by the Indemnified Party, but the fees and expenses of such counsel
shall be borne by the Indemnified Party except as provided in clause (z) below;
and (z) the Indemnifying Party shall agree promptly in writing to reimburse to
the extent required under this Agreement the Indemnified Party for the full
amount of any Loss resulting from such action or suit and all related Expense
incurred by the Indemnified Party, except fees and expenses of counsel for the
Indemnified Party incurred after the assumption of the conduct and control of
such action or suit by the Indemnifying Party unless otherwise provided under
Section 7(a) hereof. So long as the indemnifying Party is conducting any such
action or suit in good faith and without increasing the potential liability of
the Indemnified Party by more than $100,000 the Indemnified Party shall not pay
or settle any such action or suit. Notwithstanding the foregoing, the
Indemnified Party shall have the right to Pay or settle any such action or
suit, provided that no Idemnifiying Party shall be liable to indemnify any
Indemnified Party for any settlement of any such action or claim effected
without the consent of the Indemnifying Party, but if settled with the written
consent of the Indemnifying Party, or if there be a final judgment for the
Plaintiff in any such action, then the Indemnifying Party shall, indemnify and
hold harmless each Indemnified Party from and against any Loss or Expense by
reason of such settlement of judgment.
8. Representations and Warranties of Seller.
(a) Ownership of Shares. Seller hereby represents and warrants that
Seller is the record and beneficial owner of the Shares free and clear of all
liens, claims and encumbrances.
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(b) Seller Authority and Binding Obligation. Seller represents and
warrants that (i) it is a corporation validly existing under the laws of the
State of Texas, (ii) is has the corporate power to execute, deliver and perform
this Agreement, (iii) the execution, delivery and performance by it of this
Agreement has been duly and validly authorized by all necessary corporate
action and (iv) this agreement constitutes the legal, valid and binding
obligations of Seller, enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditor's rights generally.
(c) Liens or Encumbrances. Seller represents and warrants that all
of the properties and assets on the June 30, 1997 balance sheet of AQS (the
"Recent Balance Sheet"), a copy of which has been initialed by Seller and
delivered to Purchaser, and all assets and properties as of the date hereof,
are free and clear of all mortgages, liens, security interests, claims,
pledges, licenses, options, conditional sales contracts, assessments, levies,
covenants, changes or encumbrances of any matter whatsoever (collectively
"Liens"), but only to the extent such Liens were specifically authorized by
Controlling Persons (as hereinafter defined). For the purposes of this
Agreement, "Controlling Persons" shall mean Seller and the officers and
directors of AQS who were not officers, directors or employees of AQS prior to
the acquisition of AQS by Seller.
(d) Absence of Undisclosed Liabilities. Except (i) as disclosed in
the Recent Balance Sheet (ii) as incurred under any contract listed on the
Exhibits hereto and (iii) as may have arisen in the ordinary course of business
to the date hereof, AQS has not incurred liabilities, commitments or
obligations (secured or unsecured, and whether accrued, absolute, contingent,
direct, indirect or otherwise) (herein called "Undisclosed Liabilities')
specifically authorized by Controlling Persons.
(e) AQS Contracts and Commitments. Seller represents and warrants
that it has executed no contracts or other documents, or taken any action or
suffered any inaction, committing AQS to any contracts, agreements, commitments
or obligation, except as set forth on Schedule 10 attached hereto.
(f) Provision for Taxes. Seller represents and warrants that the
provision made for taxes on the Recent Balance Sheet is sufficient for the
payment of all federal, state, foreign, county, local and other income, ad
valorem, excise, profits, franchise, occupation, property, payroll, sales, use,
gross receipts and other taxes (and any interest and penalties) and
assessments, whether or not disputed, at the date of the Recent Balance Sheet
and for all years and periods prior thereto. Since the date of the Recent
Balance Sheet, AQS has not incurred any taxes other than taxes incurred in the
ordinary course of business consistent in type and amount with past practices
of AQS.
(g) Tax Returns Filed. Seller represents and warrants that all
federal, state, foreign, county, local and other tax returns required to be
filed by or on behalf of AQS have been timely filed and when filed were true
and correct in all material respects, and the taxes shown as due thereon were
paid or adequately accrued. Except as otherwise disclosed herein, true and
complete copies of all tax returns or reports filed by AQS for each of its five
(5) most recent fiscal years have been delivered to Purchaser. Purchaser
acknowledges that the tax returns for
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the year ended December 31, 1996 have not been filed and that an extension for
filing such returns has been filed through September 15, 1997. AQS has duly
withheld and paid all taxes which it is required to withhold and pay relating
to salaries and other compensation heretofore paid to the employees of AQS.
(h) Tax Audits. Seller represents and warrants that to the knowledge
of the Controlling Persons, AQS has not received from the Internal Revenue
Service or from the tax authorities of any state, county, local or other
jurisdiction any notice of underpayment of taxes or other deficiency which has
not been paid nor any objection to any return or report filed by AQS. There
are outstanding no agreements or waivers extending the statutory period of
limitations applicable to any tax return or report.
(i) Consolidated Group. Seller represents and warrants that Schedule
8 (i) lists every year after the acquisition of AQS by SDS during which AQS was
a member of an affiliated group of corporations which filed a consolidated tax
return on which the statute of limitations does not bar a federal tax
assessment, and each corporation that has been part of such group. No
affiliated group of corporation of which AQS has been a member has discontinued
filing consolidated returns during the past five years. Seller represents and
warrants that AQS shall not be responsible for any federal or state income
taxes of any other member of the affiliated group of corporations for any
periods ending on the date hereof.
(j) No Changes. Seller represents and warrants that since the date
of the Recent Balance Sheet, there have been no material adverse changes in the
business, operations or financial condition of AQS except as may have occurred
in the ordinary course of business of AQS since such date, but only to the
extent any such changes (other than those made in the ordinary course of
business) were the result of actions specifically authorized by the Controlling
Persons.
9. Representations and Warranties of Purchaser, AQS and Fleager.
(a) Unregistered Shares. Purchaser hereby acknowledges and agrees
that the Shares have not been registered under the Securities Act of 1933, as
amended, and that certain restrictions on their transfer may exist.
(b) Purchaser Binding Obligation. Purchaser hereby represents and
warrants that this agreement constitutes the legal, valid and binding
obligations of Purchaser enforceable in accordance with its terms, except as
the same may be limited to bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights generally.
(c) AQS Authority and Binding Obligation. AQS represents and
warrants that (i) it is a corporation validly existing under the laws of the
State of Wisconsin, (ii) it has the corporate power to execute, deliver and
perform this Agreement, (iii) the execution, delivery and performance by it of
this Agreement has been duly and validly authorized by all necessary corporate
action and (iv) this Agreement constitutes the legal, valid and binding
obligations of AQS, enforceable in accordance with its terms, except as the
same may be limited by
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bankruptcy, insolvency, reorganization or other laws affecting the enforcement
of creditors rights generally.
(d) Purchaser Knowledge. Purchaser and Fleager acknowledges that
Fleager has acted as Purchaser's representative in connection with the
negotiation and preparation of this Agreement and Purchaser's review and
investigation of AQS. Purchaser and Fleager acknowledge that Fleager has
previously owned and managed AQS and if familiar with the business, contracts,
financial condition and prospects of AQS and possesses all such knowledge and
has made all such investigations of AQS on behalf of Purchaser as Purchaser
deems necessary, appropriate and proper for Purchaser to execute and perform
into this Agreement. Purchaser hereby acknowledges and agrees that Seller
makes no representations, warranties or covenants of any kind or nature other
than as expressly set forth in Section 8 of this Agreement.
10. Continuing Obligations.
(a) Intercompany Payables and Receivables. Within 15 days after the
date of this Agreement, Seller shall pay to AQS, or AQS shall pay to Seller, as
the case may be, the net amount owed, if any, upon settlement as of the date of
this Agreement of all payables and receivables between Seller and AQS.
(b) Contract with Providence Washington Group. The parties hereto
agree that they shall use their best efforts to separate or split up the
current contract between SDS and the Providence Washington Group into two
separate contracts to provide for the separate obligations and responsibilities
of AQS and SDS. Pending any such split into separate contracts, Seller agrees
to continue to pay $9,416.67 per month to AQS as its share for services
performed by AQS under such contract, provided that Seller is not required to
pay such amount to AQS to the extent Seller has not received such amount from
Providence Washington Group with respect to any payments otherwise due AQS.
(c) Contracts for AQS Software. As additional consideration to
induce Seller to enter into this Agreement, AQS assumes, guarantees and agrees
to discharge all liabilities and obligations and perform all duties and
responsibilities of SDS or Seller under the contracts executed by SDS and which
provide for the provision of AQS software, a listing of which contracts is
attached hereto as Schedule 10(c), and Seller hereby delivers assignments of
such contracts to AQS. Purchaser agrees to use its best efforts to cause AQS
to enter into new contracts with the opposite parties to the contracts listed
in Schedule 10(c), completely releasing and replacing SDS as a party to such
contracts.
(d) Contracts for SDS and AQS Software. The parties hereto represent
that the contracts listed in as Schedule 10(d)-hereto have been executed by SDS
and provide for the supplying of SDS and AQS software to the clients under such
contracts. The parties hereto agree to use their best efforts to separate or
split such contracts to provide for the separate obligation and
responsibilities of AQS and SDS. Pending the separation or split up of such
contracts, (i) AQS agrees to provide a copy of AQS' clients' software to Seller
for testing, (ii) Seller agrees to provide access to SDS' clients' software to
AQS for testing, (iii) Seller and AQS agree to implement separate contracts at
the request of a client under such contracts, (iv) AQS agrees to
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hold harmless from and against any and all liabilities and obligations
resulting from the action or inaction of AQS under such contracts, and (v)
Seller agrees to hold AQS harmless from and against any and all liabilities and
obligations result from the action or inaction of SDS under such contracts. It
is specifically agreed between the parties hereto that the obligations of
Seller and AQS in subparagraphs (i) and (ii) above shall also apply to
contracts with clients where there may be separate agreements between the
client and AQS and SDS, but where there is a bridge in place for these clients.
A listing of such contracts is contained in Schedule 10(d)-2 attached hereto.
Neither party shall have authority to renew or extend the obligation of the
other party after the date of this Agreement under any of the contracts listed
on Schedule 10 and the obligations of the parties under this Section 10 shall
not apply to any contract (including extensions or renewals of existing
contracts) entered into after the date of this Agreement.
(e) Employee Benefits. Seller and Purchaser shall cooperate to
enable AQS to replace the current employee benefit packages at AQS as quickly
as possible and AWS shall be liable for any premiums or payments from the date
hereof until the respective employee benefit has been replaced.
Notwithstanding the foregoing, all AQS employees shall be terminated from the
Seller's pension, profit-sharing and 401(k) plans as of the date hereof.
Seller shall cooperate to transfer assets in its 401(k) plan to a separate plan
to be implemented by AQS.
(f) Tax Status of AQS. To the extent permitted by applicable tax
laws and regulations, Purchaser shall treat AQS as a new corporate entity for
federal income tax purposes from and after the Closing Date.
(g) Execution of Additional Documents and Access to Records. Each
party hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to
consummate the transactions contemplated hereby. After the Closing, and upon
reasonable advance notice from Seller, Purchaser and AQS shall give Seller
access to the books and records of AQS relating to periods prior to the Closing
to the extent necessary for Seller to comply with the requests or orders of
governmental authorities or courts, or for any other valid purpose relating to
Seller's ownership of, or the operations of, AQS prior to the Closing.
(h) Taxes. Seller shall prepare and file final federal income tax
return and annual proportional state tax returns and pay federal and state
income taxes of AQS from January 1, 1997 through the date hereof. Seller shall
submit its computation of taxes for the period from January 1, 1997 through the
date hereof based upon an effective tax rate of 40 percent of book net income
to Purchaser and Seller and Purchaser shall cooperate in good faith to estimate
the amount of such taxes. Purchase agrees to promptly pay to Seller the amount
of such taxes upon its review of their computation. Seller has settled all tax
years prior to fiscal 1997 as of the date hereof.
(i) Software Source Code. Neither Seller nor any affiliate of Seller
shall use the AQS software source code for the purpose of developing any new
products.
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11. Miscellaneous.
(a) Book and Records. To the extent not in AQS' possession, Seller
shall deliver the AQS minute book and stock record book to Purchaser, together
with all the records, accounts and contracts of AQS, including, specifically,
the general ledger and all other accounting records.
(b) Notices. All notices or other communications required or
permitted by this Agreement shall be sufficiently given if in writing and
personally delivered or telecopied and mailed by registered or certified mail,
return receipt requested, to the address of each party set forth below or to
such other addresses as the parties may designate.
If to Purchaser, AQS or Fleager. Applied Quoting System, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
If to Seller: INSpire Insurance Solutions, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: F. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III
(c) Amendment and Waiver. This Agreement shall not be amended,
except pursuant to a written instrument executed by all of the parties hereto.
Any term or provision of this Agreement may be waived pursuant to a written
instrument executed by the party entitled to the benefit hereof.
(d) Severability. If any provision of this Agreement, or the
application of any such provision to any person or circumstance, shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
or the application of such provision to persons or circumstances other than
those as to which it is held invalid, shall not be affected thereby.
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
(f) Entire Agreement. This Agreement sets forth the entire
understanding and agreement between the parties as to the matters covered
herein and supersedes any prior understanding, agreement or statement (written
or oral) of intent. No provision of this Agreement shall be construed to
confer any rights or remedies on any person other than the Seller, Purchaser or
AQS.
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(g) Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Governing Law. This Agreement shall be construed in accordance
with and governed by, the laws of the State of Texas. IN WITNESS WHEREOF, this
Agreement has been executed and delivered as of the date first written above.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date first written above.
SELLER
Applied Quoting Systems, Inc. INSpire Insurance Solutions, Inc.
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President and Title: Executive Vice President and
Chief Financial Officer Chief Financial Officer
PURCHASER
AQS, Inc.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
