Exhibit 10.1
PROMISSORY
NOTE
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$1,000,000
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Foster City, California
October 9, 2009 (the “
Issuance Date ”)
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The undersigned, QuinStreet, Inc., a
California corporation (“ Maker ”), promises to
pay to the order of Insure.com, Inc., a Delaware corporation
(“ Payee ”), the principal sum of One Million
Dollars ($1,000,000), which amount consists of principal amount
only, subject to adjustment pursuant to the terms and conditions of
this promissory note (“ Note ”). This Note shall
not bear any interest.
This Note has been executed and
delivered pursuant to and in accordance with the terms and
conditions of the Asset Purchase Agreement, by and between Payee
and Maker, dated as of October 9, 2009 (the “
Purchase Agreement ”) and is subject to the terms and
conditions of the Purchase Agreement. This Note is issued to Payee
as partial Purchase Price for the Purchased Assets under the
Purchase Agreement. The principal balance hereunder shall be
available to Maker as a source of funds to satisfy Payee’s
indemnification obligations under Section 8 of the Purchase
Agreement and any other amounts owed by Payee to Maker pursuant to
the Purchase Agreement. All payments hereunder shall be paid in
lawful money of the United States of America, and shall be payable
at the place or places hereafter designated by the holder or
holders hereof. Capitalized terms used but not defined in this Note
shall have the meanings ascribed to such terms in the Purchase
Agreement.
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II.
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Payment of
Principal .
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Subject to the indemnification
provisions of the Purchase Agreement and Maker’s setoff
rights thereunder, on the first anniversary of the Issuance Date at
2:00 p.m., Pacific Daylight Time (the “ Maturity Date
”), Maker shall pay to Payee the sum of One Million Dollars
($1,000,000).
Maker shall have th
