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 Stockholder is currently the owner of shares of the
capital stock of SelectTech (the "SELECTTECH SHARES") or SQIS (the "SQIS
SHARES") and, upon consummation of the Merger, the Stockholder will become the
owner of shares of the capital stock of Holding Company (the "HOLDING COMPANY
SHARES");
NOW, THEREFORE, in consideration of the premises, provisions, mutual
agreements and covenants set forth in the Merger Agreement and this Affiliate
Agreement, it is agreed as follows:
1. STOCKHOLDER OBLIGATIONS. The Stockholder acknowledges and agrees
that:
(a) He may be deemed to be an "affiliate" of SelectTech or
SQIS within the meaning of Rule 145 under the Securities Act of 1933, as amended
(the "SECURITIES ACT").
(b) All certificates representing the Holding Company Shares
deliverable to the Stockholder in connection with the Merger and any
certificates subsequently issued with respect thereto or in substitution
therefor shall, in addition to any other legend required by the Merger Agreement
or applicable federal or state securities laws, bear a legend substantially as
follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION
TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
PARAGRAPHS (c), (e), (f) AND (g) OF RULE 144 UNDER THE SECURITIES ACT.
Holding Company, at its discretion, may cause stop transfer orders to be placed
with its transfer agent with respect to the certificates for the Holding Company
Shares.
(c) The Stockholder will observe and comply with the
Securities Act and the General Rules and Regulations thereunder, as now in
effect and as from time to time amended, and including those hereafter enacted,
regarding the Holding Company Shares.
2. REMOVAL OF LEGEND. Upon the written request of the Stockholder,
Holding Company will request that its transfer agent remove the legend set forth
in Section 1(b) above affixed to the Stockholder's certificates representing
Holding Company Shares, provided that, as of the date of such request, the
Stockholder is not, and has not been for at least three months, an affiliate of
Holding Company and a period of at least two years, as determined in accordance
with paragraph (d) of Rule 144, has elapsed since the date the Holding Company
Shares were acquired from Holding Company in the Merger.
3. MISCELLANEOUS.
(a) No waiver by any party hereto of any condition or of any
breach of any provision of this Affiliate Agreement shall be effective unless in
writing.
(b) All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon
personal delivery or on the day sent by facsimile transmission if a true and
correct copy is sent the same day by first class mail, postage prepaid, or by
dispatch by an internationally recognized express courier service, and in each
case addressed as follows:
SelectQuote, Inc.
595 Market Street, 6th Floor
San Francisco, CA 94105
Attn: Secretary
or to such other address as any party hereto may designate for itself by notice
given as herein provided.
(c) This Affiliate Agreement shall be enforceable by, and
shall inure to the benefit of and be binding upon, the parties hereto and their
respective successors and assigns. As used herein, the term "successors and
assigns" shall mean, where the context so permits, heirs, executors,
administrators, trustees and successor trustees, and personal and other
representatives.
(d) This Affiliate Agreement shall be governed by and
construed, interpreted, and enforced in accordance with the laws of the State of
California.
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IN WITNESS WHEREOF, the parties have executed this Affiliate Agreement
as of the date first above written.
SELECTQUOTE, INC.
By:
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Name:
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Title:
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(Stockholder's signature)
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Stockholder's name
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Stockholder's address
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