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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2025

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to .

Commission File Number: 001-38549

EverQuote, Inc.

(Exact name of registrant as specified in its charter)

Delaware

26-3101161

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

141 Portland Street

Cambridge, Massachusetts

02139

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (855) 522-3444

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

  on which registered

Class A Common Stock, $0.001 Par
Value Per Share

EVER

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 8, 2025, the registrant had 32,552,265 shares of Class A common stock, $0.001 par value per share, issued and outstanding and 3,604,278 shares of Class B common stock, $0.001 par value per share, issued and outstanding.

 

 

 


Table of Contents

 

Table of Contents

Page

PART I.

FINANCIAL INFORMATION

4

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

4

Condensed Consolidated Balance Sheets

4

Condensed Consolidated Statements of Operations and Comprehensive Income

5

Condensed Consolidated Statements of Stockholders’ Equity

6

Condensed Consolidated Statements of Cash Flows

8

Notes to Unaudited Condensed Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

29

Item 4.

Controls and Procedures

30

PART II.

OTHER INFORMATION

30

Item 1.

Legal Proceedings

30

Item 1A.

Risk Factors

30

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

30

Item 5.

Other Information

30

Item 6.

Exhibits

32

Signatures

33

 

2


Table of Contents

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition liquidity and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, in our subsequent periodic filings with the Securities and Exchange Commission and elsewhere in this Quarterly Report on Form 10-Q, particularly in Item 1A. Risk Factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

Some of the key factors that could cause actual results to differ include:

our dependence on revenue from the property and casualty, or P&C, insurance industries, and specifically automotive insurance, and exposure to risks related to those industries;
our dependence on our relationships with insurance providers with no long-term minimum financial commitments;
our reliance on a small number of insurance providers for a significant portion of our revenue;
our dependence on third-party media sources for a significant portion of visitors to our websites and marketplace;
our ability to attract consumers searching for insurance to our websites and marketplace through Internet search engines, display advertising, social media, content-based online advertising and other online sources;
any limitations restricting our ability to market to users or collect and use data derived from user activities;
risks related to cybersecurity incidents or other network disruptions;
risks related to the use of artificial intelligence;
our ability to develop new and enhanced products and services to attract and retain consumers and insurance providers, and to successfully monetize them;
the impact of competition in our industry and innovation by our competitors;
our ability to hire and retain necessary qualified employees to expand our operations;
our ability to stay abreast of and comply with new or modified laws and regulations that currently apply or become applicable to our business, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements;
our ability to protect our intellectual property rights and maintain and build our brand;
our future financial performance, including our expectations regarding our revenue, cost of revenue, variable marketing dollars and margin, operating expenses, cash flows and ability to achieve, and maintain, future profitability;
our ability to properly collect, process, store, share, disclose and use consumer information and other data; and
the future trading prices of our Class A common stock.

3


Table of Contents

 

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

EVERQUOTE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

124,968

 

 

$

102,116

 

Accounts receivable, net

 

 

61,803

 

 

 

61,346

 

Commissions receivable, current portion

 

 

2,737

 

 

 

3,007

 

Prepaid expenses and other current assets

 

 

4,827

 

 

 

5,311

 

Total current assets

 

 

194,335

 

 

 

171,780

 

Property and equipment, net

 

 

6,496

 

 

 

6,176

 

Goodwill

 

 

21,501

 

 

 

21,501

 

Acquired intangible assets, net

 

 

2,971

 

 

 

3,252

 

Operating lease right-of-use assets

 

 

3,174

 

 

 

3,409

 

Commissions receivable, non-current portion

 

 

3,348

 

 

 

4,092

 

Other assets

 

 

320

 

 

 

320

 

Total assets

 

$

232,145

 

 

$

210,530

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

57,286

 

 

$

59,975

 

Accrued expenses and other current liabilities

 

 

19,867

 

 

 

9,794

 

Deferred revenue

 

 

2,100

 

 

 

1,765

 

Operating lease liabilities

 

 

1,155

 

 

 

1,115

 

Total current liabilities

 

 

80,408

 

 

 

72,649

 

Operating lease liabilities, net of current portion

 

 

2,237

 

 

 

2,513

 

Total liabilities

 

 

82,645

 

 

 

75,162

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized;
    no shares issued and outstanding

 

 

 

 

 

 

Class A common stock, $0.001 par value; 220,000,000 shares authorized;
  32,491,187 shares and 32,037,421 shares issued and outstanding
    at March 31, 2025 and December 31, 2024, respectively

 

 

32

 

 

 

32

 

Class B common stock, $0.001 par value; 30,000,000 shares authorized;
   3,604,278 shares issued and outstanding at March 31, 2025 and
   December 31, 2024

 

 

4

 

 

 

4

 

Additional paid-in capital

 

 

322,600

 

 

 

316,511

 

Accumulated other comprehensive income

 

 

53

 

 

 

 

Accumulated deficit

 

 

(173,189

)

 

 

(181,179

)

Total stockholders' equity

 

 

149,500

 

 

 

135,368

 

Total liabilities and stockholders' equity

 

$

232,145

 

 

$

210,530

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


Table of Contents

 

EVERQUOTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Revenue

 

$

166,632

 

 

$

91,065

 

Cost and operating expenses:

 

 

 

 

 

 

Cost of revenue

 

 

5,380

 

 

 

5,041

 

Sales and marketing

 

 

129,430

 

 

 

70,784

 

Research and development

 

 

7,485

 

 

 

6,844

 

General and administrative

 

 

8,440

 

 

 

6,630

 

Legal settlement

 

 

7,900

 

 

 

 

Total cost and operating expenses

 

 

158,635

 

 

 

89,299

 

Income from operations

 

 

7,997

 

 

 

1,766

 

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

708

 

 

 

386

 

Other income (expense), net

 

 

(31

)

 

 

41

 

Total other income, net

 

 

677

 

 

 

427

 

Income before income taxes

 

 

8,674

 

 

 

2,193

 

Income tax expense

 

 

(684

)

 

 

(286

)

Net income

 

$

7,990

 

 

$

1,907

 

Net income per share:

 

 

 

 

 

 

Basic

 

$

0.22

 

 

$

0.06

 

Diluted

 

$

0.21

 

 

$

0.05

 

Weighted average common shares outstanding:

 

 

 

 

 

 

Basic

 

 

35,879

 

 

 

34,387

 

Diluted

 

 

37,667

 

 

 

35,608

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

Net income

 

$

7,990

 

 

$

1,907

 

Other comprehensive income (loss):

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

53

 

 

 

(8

)

Comprehensive income

 

$

8,043

 

 

$

1,899

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


Table of Contents

 

EVERQUOTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands, except share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Class A

 

 

Class B

 

 

Additional

 

 

Other

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Common Stock

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Deficit

 

 

Equity

 

Balances at December 31, 2024

 

 

32,037,421

 

 

$

32

 

 

 

3,604,278

 

 

$

4

 

 

$

316,511

 

 

$

 

 

$

(181,179

)

 

$

135,368

 

Issuance of common stock upon
  exercise of stock options

 

 

237,043

 

 

 

 

 

 

 

 

 

 

 

 

1,962

 

 

 

 

 

 

 

 

 

1,962

 

Net issuance of common stock
  upon vesting of restricted
  stock units

 

 

216,723

 

 

 

 

 

 

 

 

 

 

 

 

(1,293

)

 

 

 

 

 

 

 

 

(1,293

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,420

 

 

 

 

 

 

 

 

 

5,420

 

Foreign currency translation
  adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

53

 

 

 

 

 

 

53

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,990

 

 

 

7,990

 

Balances at March 31, 2025

 

 

32,491,187

 

 

$

32

 

 

 

3,604,278

 

 

$

4

 

 

$

322,600

 

 

$

53

 

 

$

(173,189

)

 

$

149,500

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERQUOTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands, except share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Class A

 

 

Class B

 

 

Additional

 

 

Other

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Common Stock

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Deficit

 

 

Equity

 

Balances at December 31, 2023

 

 

28,574,239

 

 

$

29

 

 

 

5,604,278

 

 

$

6

 

 

$

294,191

 

 

$

29

 

 

$

(213,348

)

 

$

80,907

 

Issuance of common stock upon
  exercise of stock options

 

 

179,566

 

 

 

 

 

 

 

 

 

 

 

 

1,428

 

 

 

 

 

 

 

 

 

1,428

 

Net issuance of common stock
  upon vesting of restricted
  stock units

 

 

295,556

 

 

 

 

 

 

 

 

 

 

 

 

(429

)

 

 

 

 

 

 

 

 

(429

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,518

 

 

 

 

 

 

 

 

 

4,518

 

Foreign currency translation
  adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

 Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,907

 

 

 

1,907

 

Balances at March 31, 2024

 

 

29,049,361

 

 

$

29

 

 

 

5,604,278

 

 

$

6

 

 

$

299,708

 

 

$

21

 

 

$

(211,441

)

 

$

88,323

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERQUOTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

7,990

 

 

$

1,907

 

Adjustments to reconcile net income to net cash provided by
 operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

1,221

 

 

 

1,263

 

Stock-based compensation expense

 

 

5,420

 

 

 

4,518

 

Provision for bad debt

 

 

 

 

 

18

 

Unrealized foreign currency transaction (gains) losses

 

 

35

 

 

 

(4

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(457

)

 

 

(17,123

)

Prepaid expenses and other current assets

 

 

496

 

 

 

972

 

Commissions receivable, current and non-current

 

 

1,014

 

 

 

1,323

 

Operating lease right-of-use assets

 

 

267

 

 

 

497

 

Accounts payable

 

 

(2,765

)

 

 

15,868

 

Accrued expenses and other current liabilities

 

 

10,018

 

 

 

1,870

 

Deferred revenue

 

 

335

 

 

 

(2

)

Operating lease liabilities

 

 

(268

)

 

 

(667

)

Net cash provided by operating activities

 

 

23,306

 

 

 

10,440

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of property and equipment, including costs capitalized
   for development of internal-use software

 

 

(1,133

)

 

 

(770

)

Net cash used in investing activities

 

 

(1,133

)

 

 

(770

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

1,962

 

 

 

1,428

 

Tax withholding payments related to net share settlement

 

 

(1,293

)

 

 

(429

)

Net cash provided by financing activities

 

 

669

 

 

 

999

 

Effect of exchange rate changes on cash, cash equivalents
   and restricted cash

 

 

10

 

 

 

(5

)

Net increase in cash, cash equivalents and restricted cash

 

 

22,852

 

 

 

10,664

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

102,116

 

 

 

37,956

 

Cash, cash equivalents and restricted cash at end of period

 

$

124,968

 

 

$

48,620

 

Supplemental disclosure of non-cash investing information:

 

 

 

 

 

 

Acquisition of property and equipment included in accounts payable
   and accrued expenses and other current liabilities

 

$

208

 

 

$

25

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERQUOTE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Nature of the Business and Basis of Presentation

EverQuote, Inc. (the “Company”) was incorporated in the state of Delaware in 2008. Through its internet websites, the Company operates an online marketplace for consumers shopping for property and casualty insurance. The Company generates revenue primarily by selling consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States.

The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, protection of proprietary technology, customer concentration, patent litigation, the need to obtain additional financing to support growth and dependence on third parties and key individuals.

The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. As of the issuance date of these condensed consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the condensed consolidated financial statements, without considering borrowing availability under the Company’s credit facility.

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The condensed consolidated balance sheet at December 31, 2024 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2025 and results of operations for the three months ended March 31, 2025 and 2024 and cash flows for the three months ended March 31, 2025 and 2024 have been made. The Company’s results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025 or any other period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and the valuation of accounts and commissions receivables, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, stock-based compensation expense and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. These estimates may change, as new events occur and additional information is obtained and actual results could differ materially from these estimates.

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Concentrations of Credit Risk and of Significant Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and commissions receivables. The Company maintains its cash and cash equivalents at accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States and receives commissions from insurance provider customers for insurance policies sold. For the three months ended March 31, 2025, two customers represented 43% and 13% of total revenue, respectively. For the three months ended March 31, 2024, one customer represented 30% of total revenue. As of March 31, 2025, two customers accounted for 41% and 24% of the total accounts and commissions receivables balance (including current and non-current), respectively. As of December 31, 2024, two customers accounted for 40% and 21% of the total accounts and commissions receivable balance (including current and non-current), respectively.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Commissions receivable are recorded at the estimated constrained lifetime values.

Accounts Receivable

The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. The Company monitors economic conditions to identify facts or circumstances that may indicate that its receivables are at risk of collection. The Company provides an allowance against accounts receivable for estimated losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the allowance. As of March 31, 2025 and December 31, 2024, the Company’s allowance for credit losses was $0.1 million. During the three months ended March 31, 2025 and 2024, the Company wrote off an insignificant amount of uncollectible accounts.

Revenue Recognition

The Company derives its revenue primarily by selling consumer referrals to its insurance provider customers, including insurance carriers, agents and indirect distributors. The Company also generates revenue from commission fees for the sale of policies, primarily in its automotive insurance vertical. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606 Revenue from Contracts with Customers (“ASC 606”), the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company only applies the five-step model to contracts when collectibility of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.

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Referral Revenue

The Company recognizes referral revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals.

Commission Revenue

The Company’s commission revenue consists of the estimated constrained lifetime values (the “constrained LTVs”) of commission payments that the Company expects to receive on the sale of insurance policies to consumers and renewals of such policies. Commission revenue is recognized upon satisfaction of the Company’s performance obligation. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue the Company records upon satisfaction of its performance obligation is paid by the Company’s insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies. Commission revenue was insignificant in each of the three months ended March 31, 2025 and 2024.

The current portion of commissions receivable consists of estimated commissions on new policies sold and estimated renewal commissions on policies expected to be renewed within one year, while the non-current portion of commissions receivable consists of commissions for estimated renewals expected to be renewed beyond one year. The Company’s estimate of constrained LTVs underlying the commissions receivable balance is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. To the extent that the Company makes changes to its estimates of constrained LTVs, it recognizes any material impact of the change as an adjustment to revenue and commissions receivable in the reporting period in which the change is made.

Disaggregated Revenue

The Company presents disaggregated revenue from contracts with customers by distribution channel, as the distribution channel impacts the nature and amount of the Company’s revenue, and by vertical market segment. The Company’s direct distribution channel consists of insurance carriers and third-party agents. The Company’s indirect distribution channel consists of insurance aggregators and media networks who purchase referrals with the intent to resell. Revenue generated via the Company’s direct distribution channel is generally higher per referral than revenue generated by the Company’s indirect distribution channels and provides the Company with additional insights and data regarding insurance provider demand and referral performance.

Total revenue is comprised of revenue from the following distribution channels:

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Direct channels

 

 

91

%

 

 

80

%

Indirect channels

 

 

9

%

 

 

20

%

 

 

100

%

 

 

100

%

 

Total revenue is comprised of revenue from the following insurance verticals (in thousands):

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Automotive

 

$

152,715

 

 

$

77,538

 

Home and renters

 

 

13,904

 

 

 

12,689

 

Other

 

 

13

 

 

 

838

 

Total revenue

 

$

166,632

 

 

$

91,065

 

The Company has elected to apply the practical expedient in ASC 606 to expense incremental direct costs of obtaining a contract, consisting of sales commissions, as incurred as the expected period of benefit of the sales commissions is one year or less. At March 31, 2025 and December 31, 2024, the Company had not capitalized any costs to obtain any of its contracts.

Deferred Revenue

Amounts received for referrals prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the accompanying condensed consolidated balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $1.8 million as of December 31, 2024. During the three months ended March 31, 2025, the Company recognized revenue of $1.2 million that was included in the contract liability balance (deferred revenue) at December 31, 2024. The Company recognizes revenue from deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized.

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Amounts collected during the period are added to the deferred revenue balance.

Commissions Receivable

Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year.

The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three months ended March 31, 2025 and 2024. While the Company is exposed to credit losses due to the non-payment by insurance carriers, it considers the risk of this to be remote.

Advertising Expense

Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, including through its verified partner network, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying condensed consolidated statements of operations and comprehensive income. During the three months ended March 31, 2025 and 2024, advertising expense totaled $119.8 million and $60.2 million, respectively.

Net Income (Loss) per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company as of and for the year ended December 31, 2025. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. ASU 2023-09 allows for adoption using either a prospective or retrospective method. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements.

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Table of Contents

 

3. Fair Value of Financial Instruments

The following tables present the Company’s fair value hierarchy for assets that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):

 

 

Fair Value Measurements at March 31, 2025 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

7,481

 

 

$

 

 

$

 

 

$

7,481

 

 

 

 

Fair Value Measurements at December 31, 2024 Using:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

7,403

 

 

$

 

 

$

 

 

$

7,403

 

There were no transfers into or out of Level 3 during the three months ended March 31, 2025 and 2024.

Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.

4. Goodwill and Acquired Intangible Assets

Goodwill is not amortized, but instead is reviewed for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company considers its business to be one reporting unit for purposes of performing its goodwill impairment analysis. To date, the Company has had no impairments to goodwill.

There were no changes to goodwill for the three months ended March 31, 2025.

Acquired intangible assets consisted of the following (in thousands):

 

 

 

 

 

March 31, 2025

 

 

 

Weighted Average Useful Life

 

 

Gross Amount

 

 

Accumulated
Amortization

 

 

Carrying Value

 

 

 

(in years)

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

9.0

 

 

$

6,600

 

 

$

(3,629

)

 

$

2,971

 

Developed technology

 

 

3.0

 

 

 

1,700

 

 

 

(1,700

)

 

 

 

 

 

 

 

$

8,300

 

 

$

(5,329

)

 

$

2,971

 

 

 

 

 

 

 

December 31, 2024

 

 

Weighted Average Useful Life

 

 

Gross Amount

 

 

Accumulated Amortization

 

 

Carrying Value

 

 

 

(in years)

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

9.0

 

 

$

6,600

 

 

$

(3,348

)

 

$

3,252

 

Developed technology

 

 

3.0

 

 

 

1,700

 

 

 

(1,700

)

 

 

 

 

 

 

 

$

8,300

 

 

$

(5,048

)

 

$

3,252

 

Amortization expense is being recognized over the remaining useful life of the assets. Future amortization expense of the remaining intangible assets as of March 31, 2025 is expected to be as follows (in thousands):

 

Year Ending December 31,

 

 

 

2025 (remaining nine months)

 

$

845

 

2026

 

 

970

 

2027

 

 

970

 

2028

 

 

186

 

 

$

2,971

 

 

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On May 1, 2025, as part of the settlement of litigation, the customer relationships and developed technology intangible assets were sold to the former owners (see Notes 8 and 13).

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

March 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Accrued employee compensation and benefits

 

$

3,964

 

 

$

4,796

 

Accrued advertising expenses

 

 

5,405

 

 

 

2,947

 

Accrued legal settlement

 

 

8,200

 

 

 

300

 

Other current liabilities

 

 

2,298

 

 

1,751

 

 

$

19,867

 

$

9,794

 

 

6. Loan and Security Agreement

The Company has availability to borrow up to $25.0 million under its revolving line of credit pursuant to the 2023 Amended Loan Agreement (defined as the Amended and Restated Loan and Security Agreement, dated as of August 7, 2020 between the Company and Western Alliance Bank (the "Lender"), as amended by the Loan and Security Modification Agreement dated as of July 15, 2022, as amended by the Loan and Security Modification Agreement dated as of August 1, 2023, as amended by the Loan and Security Modification Agreement, dated as of August 7, 2023, as amended by the Loan and Security Modification Agreement, dated as of September 4, 2024).

Pursuant to the 2023 Amended Loan Agreement, borrowings under the revolving line of credit cannot exceed 85% of eligible accounts receivable balances, bear interest at the greater of 7.0% or the prime rate as published in The Wall Street Journal and mature on July 15, 2025. In an event of default, as defined in the 2023 Amended Loan Agreement, and until such event is no longer continuing, the annual interest rate to be charged would be the annual rate otherwise applicable to borrowings under the 2023 Amended Loan Agreement plus 5.00%.

Borrowings are collateralized by substantially all of the Company's assets and property. Under the 2023 Amended Loan Agreement, the Company has agreed to certain affirmative and negative covenants to which it will remain subject until maturity. The covenants include limitations on its ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the 2023 Amended Loan Agreement and through the maturity date, the Company is required to maintain a minimum Adjusted Quick Ratio of 1.10 to 1.00, defined as the ratio of (1) the sum of (x) unrestricted cash and cash equivalents held at the Lender plus (y) net accounts receivable reflected on the Company's balance sheet to (2) current liabilities, including all borrowings outstanding under the 2023 Amended Loan Agreement, but excluding the current portion of deferred revenue (in each case determined in accordance with GAAP). At any time that the Adjusted Quick Ratio is less than 1.30 to 1.00, the Lender shall have the ability to use the Company's cash receipts to repay outstanding obligations until such time as the Adjusted Quick Ratio is equal to or greater than 1.30 to 1.00 for two consecutive months. As of March 31, 2025 and December 31, 2024, the Company was in compliance with these covenants and had no amounts outstanding under the revolving line of credit.

On May 1, 2025, the Company and Lender amended the 2023 Amended Loan Agreement, pursuant to which, among other items, the Lender consented to the sale of certain subsidiaries of the Company (see Note 13).

7. Stock-Based Compensation

2008 and 2018 Plans

The Company has outstanding awards under its 2008 Stock Incentive Plan, as amended (the “2008 Plan”), but is no longer granting awards under this plan. Shares of common stock issued upon exercise of stock options granted prior to September 8, 2017 will be issued as either Class A common stock or Class B common stock. Shares of common stock issued upon exercise of stock options granted after September 8, 2017 will be issued as Class A common stock.

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The Company’s 2018 Equity Incentive Plan (the “2018 Plan” and, together with the 2008 Plan, the “Plans”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,149,480 shares of Class A common stock, plus the number of shares (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan will automatically increase on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the lowest of (i) 2,500,000 shares of Class A common stock; (ii) 5% of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,782,084 shares effective as of January 1, 2025 in accordance with the provisions of the 2018 Plan described above. As of March 31, 2025, 3,033,905 shares remained available for future grant under the 2018 Plan.

Options and restricted stock units (“RSUs”) granted under the Plans vest over periods determined by the board of directors. Options granted under the Plans expire no later than ten years from the date of the grant. The exercise price for stock options granted is not less than the fair value of common shares based on quoted market prices. Certain of the Company’s RSUs are net settled by withholding shares of the Company’s Class A common stock to cover statutory income taxes.

Option Activity

The Company did not grant common stock options during the three months ended March 31, 2025.

Service-Based RSU Activity

The following table summarizes the Company’s RSU with service-based vesting conditions activity since December 31, 2024:

 

 

 

 

 

Weighted Average

 

 

Number of Shares

 

 

Grant-Date Fair Value

 

Unvested balance December 31, 2024

 

 

2,079,245

 

 

$

15.17

 

Granted

 

 

378,314

 

 

 

21.49

 

Vested

 

 

(189,867

)

 

 

14.06

 

Forfeited

 

 

(61,893

)

 

 

17.08

 

Unvested balance March 31, 2025

 

 

2,205,799

 

 

$

16.30

 

Performance-Based RSU Activity

The following table summarizes the Company’s RSU with both performance- and service-based vesting conditions (“pRSUs”) activity since December 31, 2024:

 

 

 

 

 

Weighted Average

 

 

Number of Shares

 

 

Grant-Date Fair Value

 

Unvested balance December 31, 2024

 

 

327,075

 

 

$

15.58

 

Granted

 

 

922,016

 

 

 

21.49

 

Vested

 

 

(81,765

)

 

 

15.58

 

Forfeited

 

 

 

 

 

 

Unvested balance March 31, 2025

 

 

1,167,326

 

 

$

20.25

 

 

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pRSUs outstanding as of December 31, 2024 are vesting over a four-year period based on continued service as the performance condition was met as of January 1, 2025. During the three months ended March 31, 2025, the Company granted 347,840 pRSUs that will vest based on the level of achievement of a Company-specific performance target for the year ended December 31, 2025, from a maximum of 100% of the number of pRSUs granted to a minimum of 33% of the number of pRSUs granted with no vesting if a minimum threshold of target performance is not achieved. Upon achievement of the performance target, the pRSUs will cumulatively vest over a four-year period based on continued service. Additionally, during the three months ended March 31, 2025, the Company granted 574,176 pRSUs that will vest based on the level of achievement of a Company-specific performance target for a 12-month period ending between December 31, 2027 and 2029, from a maximum of 100% of the number of pRSUs granted to a minimum of 10% of the pRSUs granted with no vesting if a minimum threshold of target performance is not achieved during the period.

Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive income (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Cost of revenue

 

$

9

 

 

$

36

 

Sales and marketing

 

 

1,565

 

 

 

1,594

 

Research and development

 

 

1,370

 

 

 

1,312

 

General and administrative

 

 

2,476

 

 

 

1,576

 

 

$

5,420

 

 

$

4,518

 

Stock-based compensation expense in the table above includes $1.1 million and $0.3 million of stock-based compensation for the three months ended March 31, 2025 and 2024, respectively, related to pRSUs.

As of March 31, 2025, unrecognized compensation expense for RSUs, including pRSUs expected to vest, and option awards was $38.3 million, which is expected to be recognized over a weighted average period of 2.5 years.

8. Commitments and Contingencies

Leases

The Company leases office space under various non-cancelable operating leases. There have been no material changes to the Company’s leases during the three months ended March 31, 2025. For additional information, please read Note 12, Leases, to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Indemnification Agreements

In the normal course of business, the Company may provide indemnification of varying scope and terms to third parties and enters into commitments and guarantees (“Agreements”) under which it may be required to make payments. The duration of these Agreements varies, and in certain cases, is indefinite. Furthermore, many of these Agreements do not limit the Company’s maximum potential payment exposure.

In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.

Through March 31, 2025, the Company has not incurred any material costs as a result of such indemnification obligations. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2025 and December 31, 2024.

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Legal Proceedings and Other Contingencies

On May 15, 2024, Tim Presto, individually and in his capacity as Seller Representative of Ryan McClintock, Edward Hames and Tim Presto, the former equity owners (collectively, the “Sellers”) of Kanopy Insurance Center, LLC, One Eight Software, Inc., Parachute Insurance Services Corp., and Policy Fuel, LLC (collectively, the “Acquired Entities”), brought a civil action (the “Delaware Action”) in the Court of Chancery in the State of Delaware (the “Court”) against the Company alleging, among other things, breaches of the 2021 Equity Purchase Agreement governing the Company’s acquisition of the Sellers’ equity interests in the Acquired Entities. On May 1, 2025, the Company agreed to sell to Messrs. Presto and Hames (collectively, the “Buyers”) the right to receive commissions under the remaining property and casualty carrier contracts related to its direct to consumer agency and certain related software and obligations related to that commission stream by entering into and contemporaneously closing a Purchase and Sale Agreement (the “Purchase Agreement”) with the Buyers. Pursuant to the Purchase Agreement, the Company sold Parachute Insurance Services Corp. and One Eighty Software, Inc. (collectively, the “Parachute Companies”) to the Buyers for cash consideration of $0.5 million and entering into a settlement agreement with the Buyers and Mr. McClintock to resolve all disputes and/or claims asserted by Mr. Presto individually and in his capacity as Seller Representative for himself, Mr. Hames and Mr. McClintock and others in the parties’ litigation.

In accordance with ASC 450 Contingencies, the Company assesses the probability of realizing a material loss contingency for potential losses at each period end. Based on this assessment, the Company has recorded a legal settlement liability of $8.2 million, representing the difference between the fair value of the commissions receivables, customer contracts and developed technology sold in May 2025 to settle the litigation, and proceeds expected to be received for such assets, of which $7.9 million was recorded as legal settlement expense in the three months ended March 31, 2025.

The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these claims cannot be predicted with certainty, management does not believe, based on its current knowledge, that the outcome of any of these other legal matters will have a material adverse effect on the Company’s consolidated results of operations or financial condition. Notwithstanding the foregoing, the ultimate outcome of any other legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. It is possible that an adverse outcome of any matter could be material to the Company's business, financial position, results of operations or cash flows as a whole for any particular reporting period of occurrence. In addition, it is possible that a matter may prompt litigation or additional investigations or proceedings by other government agencies or private litigants.

9. Retirement Plan

The Company has established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make any contributions to the 401(k) Plan. The Company contributed $0.4 million and $0.2 million during the three months ended March 31, 2025 and 2024, respectively.

10. Related Party Transactions

The Company has, in the ordinary course of business, entered into arrangements with other companies who have shareholders in common with the Company. Pursuant to these arrangements, related-party affiliates receive payments for providing website visitor referrals. During the three months ended March 31, 2025 and 2024, the Company recorded expense of $7.2 million and $2.3 million, respectively, related to these arrangements. During the three months ended March 31, 2025 and 2024, the Company paid $4.5 million and $1.0 million, respectively, related to these arrangements. As of March 31, 2025, and December 31, 2024, amounts due to related-party affiliates totaled $5.1 million and $2.5 million, respectively, which are included in accounts payable on the accompanying condensed consolidated balance sheets.

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11. Net Income per Share

A reconciliation of the numerators and the denominators of the basic and dilutive net income per common share computations are as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

Net income

 

$

7,990

 

 

$

1,907

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Weighted average basic common shares
  outstanding

 

 

35,879

 

 

 

34,387

 

Effect of dilutive securities:

 

 

 

 

 

 

Options to purchase common stock

 

 

704

 

 

 

523

 

Restricted stock units

 

 

1,084

 

 

 

698

 

Weighted average diluted common shares
  outstanding

 

 

37,667

 

 

 

35,608

 

The Company excluded the following potential common shares, presented based on weighted average shares outstanding during the periods, from the computation of diluted net income per share because including them would have had an anti-dilutive effect (in thousands):

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Options to purchase common stock

 

 

4

 

 

 

419

 

Restricted stock units

 

 

13

 

 

 

410

 

 

 

17

 

 

 

829

 

The tables above do not include performance-based awards for which the performance goal had not been met as of period end. As of March 31, 2025 and 2024, the Company had outstanding pRSUs for which the performance goal had not been met as of period end of 922,016 and 327,075, respectively.

12. Segments and Geographical Information

The Company's revenue is from customers in the United States. Long-lived tangible assets held outside of the United States are not material.

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group (the “CODM”), in deciding how to allocate resources and assess performance. The CODM of the Company is the Chief Executive Officer. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and comprehensive income and the Company’s operations are managed on a consolidated basis to decide where to allocate and invest additional resources within the business to continue growth. Segment asset information is not provided to the CODM to allocate resources.

As a single reportable segment entity, the Company’s segment performance measure is net income (loss), which is used to monitor budget versus actual results. Significant segment expenses, as provided to the CODM, are presented below (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

 

2025

 

 

2024

 

Revenue

 

 

$

166,632

 

 

$

91,065

 

Less:

 

 

 

 

 

 

 

Advertising expense

 

 

 

119,772

 

 

 

60,247

 

Cash operating expense(1)

 

 

 

24,353

 

 

 

23,230

 

Other segment items, net(2)

 

 

 

14,517

 

 

 

5,681

 

Net income

 

 

$

7,990

 

 

$

1,907

 

 

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(1) Cash operating expense is primarily comprised of personnel-related costs, technology service costs, professional fees and office-related costs included in cost and operating expense in the Company's consolidated statements of operations and comprehensive income and does not include non-cash depreciation and amortization and stock-based compensation amounts that are included in cost and operating expenses and legal settlement expense that is also included in cost and operating expenses.

(2) Other segment items, net included within net income include depreciation and amortization and stock-based compensation amounts that are non-cash items included in cost and operating expenses, and legal settlement expense that is considered a non-recurring operating expense, as well as interest income and income taxes. These amounts are also reported within the consolidated statements of operations and comprehensive income and consolidated statements of cash flows. See the consolidated financial statements for financial information regarding other segment items, net and the Company’s operating segment.

13. Subsequent Events

On May 1, 2025, the Company entered into a settlement agreement with the Sellers and the Seller Representative to fully and finally resolve all disputes and/or claims whatsoever between them related to the Delaware Action. Under the term of the settlement agreement, on May 1, 2025, the Company, Messrs. Presto and Hames contemporaneously entered into and closed the Purchase Agreement, pursuant to which the Company sold the Parachute Companies to the Buyers for cash consideration of $0.5 million and otherwise subject to the terms and conditions therein (see Note 8).

On May 1, 2025, in connection with the sale of the Parachute Companies, the Company entered into a Loan and Security Modification Agreement pursuant to which, among other items, the Lender consented to the sale of the Parachute Companies and released its security interests in the Parachute Companies.

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2024, on file with the Securities and Exchange Commission. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below, elsewhere in this Quarterly Report on Form 10-Q, particularly in Item 1A. Risk Factors, and in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

We operate a leading online marketplace for insurance shopping, connecting consumers with insurance provider customers, which includes both carriers and agents. Our vision is to be the leading growth partner for P&C insurance providers. Our results-driven marketplace, powered by our proprietary data and technology platform, is improving the way insurance providers attract and connect with consumers shopping for insurance.

We operate a marketplace to connect insurance providers to a large volume of high-intent, pre-validated consumer referrals that match the insurers’ specific underwriting and profitability requirements. The transparency of our marketplace, as well as the campaign management tools we offer, are designed to make it easy for insurance carriers and third-party agents to evaluate the performance of their marketing spend on our platform and manage their own return on investment. We present consumers with a single starting point for a comprehensive insurance shopping experience where consumers can engage with insurance carriers through multiple channels based on their preferences. Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquires sold as referrals to insurance providers.

In the three months ended March 31, 2025 and 2024, our total revenue was $166.6 million and $91.1 million, respectively, representing a year-over-year increase of 83.0%. We had net income of $8.0 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively, and had $22.5 million and $7.6 million in adjusted EBITDA for the three months ended March 31, 2025 and 2024, respectively. See the section titled “—Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA and its reconciliation to net income (loss) determined in accordance with generally accepted accounting principles in the United States, or GAAP.

Factors Affecting Our Performance

We believe that our performance and future growth depend on a number of factors that present opportunities for us but also pose risks and challenges, including those discussed below, elsewhere in this Quarterly Report on Form 10-Q, particularly in Item 1A. Risk Factors, and in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Auto insurance industry risk

For the three months ended March 31, 2025 and 2024, we derived 92% and 85%, respectively, of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry. Furthermore, total revenue from our largest auto insurance carrier customers was 43% and 13% of our revenue for the three months ended March 31, 2025 and 30% of our revenue for the three months ended March 31, 2024. In 2023 and 2022, the auto insurance industry experienced deteriorated underwriting performance due to a rise in claims, inflation, and inadequate policy premiums. This deteriorated underwriting performance caused our insurance carrier customers to reduce spending on new customer acquisition, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023. The state of the auto insurance market remains volatile, and while we have seen improvements in spending patterns, including from our two largest carrier customers, not all of our carrier customers have increased their spend in a proportional or significant manner, and a full recovery could be prolonged by further cost inflation, including the impact of potential increased tariffs; increased claim severity and frequency; or insufficient policy premium increases.

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Expanding consumer traffic

Our success depends in part on the growth of our consumer traffic. We have historically increased consumer traffic to our marketplace by expanding existing advertising channels and adding new channels such as by engaging with consumers through our verified partner network. Over the long term, we plan to increase consumer traffic by leveraging the features and growing the data assets of our platform. While we plan to grow consumer traffic, we have the ability to decrease advertising spend when the revenue associated with such consumer traffic does not result in incremental profit to our business or in response to lower demand for consumer referrals. Further, our profitability will be impacted by our ability to acquire quote requests in significant volume, at prices that are attractive, and that represent high-intent shoppers for which insurance providers will purchase referrals.

Increasing the number of insurance providers and their respective spend in our marketplace

Our success also depends on our ability to retain and grow our insurance provider network. Historically, we have generally expanded both the number of insurance providers and the spend per provider on our platform. However, we have also experienced periods of decreasing carrier spend in the automotive insurance vertical as described above.

Regulation

Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof. Our business could be affected directly because we operate websites, conduct telephonic and email marketing, and collect, store, share, and use consumer information and other data. Our business also could be affected indirectly if our customers were to adjust their operations as a result of regulatory changes and enforcement activity. For example, on January 26, 2024, the FCC published regulations which, among other things, would have amended the consent requirements of the TCPA by requiring “one-to-one consent” for outbound telemarketing calls or texts made using an automatic telephone dialing system or pre-recorded or artificial voice messages to wireless or residential numbers. On January 24, 2025, the United States Court of Appeals for the Eleventh Circuit vacated these amended regulations, which were scheduled to go into effect on January 27, 2025. It remains unclear whether or how government agencies or legislatures will revisit telephone call consent issues.

In addition, a number of states have enacted (and others are considering) broad data privacy laws that could affect our business. Although it remains unclear how these new privacy laws may be modified or interpreted, their effects could have an impact on our business, and may require us to modify our data use practices and policies and incur compliance-related costs and expenses.

Key Business Metrics

We regularly review a number of metrics, including GAAP operating results and the key metrics listed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make operating and strategic decisions. Some of these metrics are non-financial metrics or are financial metrics that are not defined by GAAP.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, legal settlement expense, interest income and income taxes. Adjusted EBITDA is a non-GAAP financial measure that we present in this Quarterly Report on Form 10-Q to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. Adjusted EBITDA should not be considered in isolation from, or as an alternative to, measures prepared in accordance with GAAP. Adjusted EBITDA should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, Adjusted EBITDA may not necessarily be comparable to similarly titled measures presented by other companies. For further explanation of the uses and limitations of this measure and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “—Non-GAAP Financial Measure”.

Variable Marketing Dollars and Margin

We define variable marketing dollars, or VMD, as revenue, as reported in our consolidated statements of operations and comprehensive income, less advertising costs (a component of sales and marketing expense, as reported in our consolidated statements of operations and comprehensive income). We define variable marketing margin, or VMM, as VMD divided by revenue.

We use VMD and VMM to measure the efficiency of individual advertising and consumer acquisition sources and to make trade-off decisions to manage our return on advertising. We do not use VMD or VMM as a measure of profitability.

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Key Components of Our Results of Operations

Revenue

We generate our revenue primarily from consumer inquiries sold as referrals to insurance provider customers, consisting of carriers and agents, as well as to indirect distributors. To simplify the quoting process for the consumer and improve performance for the provider, we are able to provide consumer-submitted quote request data along with each referral. We recognize revenue from consumer referrals at the time of delivery. We support three secure consumer referral formats:

Clicks: An online-to-online referral, with a handoff of the consumer to the provider’s website.
Data: An online-to-offline referral, with quote request data transmitted to the provider for follow-up.
Calls: An online-to-offline referral for outbound calls and an offline-to-offline referral for inbound calls, with the consumer and provider connected by phone.

We also generate revenue from commissions paid to us by insurance carriers for the sale of policies by our direct to consumer, or DTC, insurance agency, primarily in our automotive insurance vertical. Commission revenue is recognized upon satisfaction of our performance obligation, which we consider to be submission of the policy application to the insurance carrier. We recognize revenue based on our constrained estimate of commission payments we expect to receive over the lifetime of the policies sold, which we refer to as constrained LTVs, of commission payments. Commission revenue was insignificant for the three months ended March 31, 2025 and 2024, and we do not expect it to be a material source of revenue in the future.

For the periods presented, our total revenue consisted of revenue generated within our insurance verticals as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

(in thousands)

 

Automotive

 

$

152,715

 

 

$

77,538

 

Home and renters

 

 

13,904

 

 

 

12,689

 

Other

 

 

13

 

 

 

838

 

Total revenue

 

$

166,632

 

 

$

91,065

 

 

We expect an overall increase in revenue in 2025 as compared to 2024 driven by our automotive and home and renters verticals, as we anticipate increased spending from our carrier partners. We expect revenue from our other insurance verticals to significantly decrease from 2024 to 2025 as a result of our focus on the P&C market.

Cost and Operating Expenses

Our cost and operating expenses consist of cost of revenue, sales and marketing, research and development, general and administrative expenses, and legal settlement expense.

We allocate certain overhead expenses, such as rent, utilities, office supplies and depreciation and amortization of general office assets, to cost of revenue and operating expense categories based on headcount. As a result, an overhead expense allocation is reflected in cost of revenue, sales and marketing, research and development and general and administrative expenses. Personnel-related costs included in cost of revenue and operating expense categories include wages, fringe benefit costs and stock-based compensation expense.

Cost of Revenue

Cost of revenue is comprised primarily of the costs of operating our marketplace and delivering consumer referrals to our customers. These costs consist primarily of technology service costs including hosting, software, data services, and third-party call center costs. In addition, cost of revenue includes depreciation and amortization of our platform technology assets and personnel-related costs.

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Sales and Marketing

Sales and marketing expense consists primarily of advertising and marketing expenditures as well as personnel-related costs for employees engaged in sales, marketing, data analytics and consumer acquisition functions and amortization of sales and marketing-related intangible assets. Advertising expenditures consist of variable costs that are related to attracting consumers to our marketplace, generating consumer quote requests, including the cost of quote requests we acquire from our verified partner network, and promoting our marketplace to carriers and agents. Advertising costs are expensed as incurred. Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. We expect our sales and marketing expense will increase as we expect increased carrier spend for referrals, which will impact our advertising expenditures.

Research and Development

Research and development expense consists primarily of personnel-related costs for software development and product management. We have focused our research and development efforts on improving ease of use and functionality of our existing marketplace platform and developing new offerings and internal tools. We primarily expense research and development costs. Direct development costs related to software enhancements that add functionality are capitalized and amortized as a component of cost of revenue. We expect that research and development expense will increase modestly in 2025 as compared to 2024, primarily due to personnel-related costs.

General and Administrative

General and administrative expense consists of personnel-related costs and related expenses for executive, finance, legal, human resources, technical support and administrative personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance premiums and payment processing and billing costs. We expect that general and administrative expense will increase in 2025 as compared to 2024, primarily due to personnel-related costs.

Legal settlement

Legal settlement includes costs associated with the settlement of our litigation with the former owners of certain entities acquired in 2021 (see Notes 8 and 13 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).

Non-GAAP Financial Measure

To supplement our consolidated financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we present in this Quarterly Report on Form 10-Q adjusted EBITDA as a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

Adjusted EBITDA. We define adjusted EBITDA as our net income (loss), excluding the impact of stock-based compensation expense, depreciation and amortization expense, legal settlement expense, interest income and income taxes. The most directly comparable GAAP measure to adjusted EBITDA is net income (loss). We monitor and present in this Quarterly Report on Form 10-Q adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these items in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.

We use adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculation of adjusted EBITDA. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:

adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business;
adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; adjusted EBITDA excludes legal settlement expense that affects cash available to us;

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adjusted EBITDA does not reflect the cash received from interest income on our investments, which affects the cash available to us;
adjusted EBITDA does not reflect income taxes that affect cash available to us; and
the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.

In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of adjusted EBITDA as a tool for comparison.

The following table reconciles adjusted EBITDA to net income (loss), the most directly comparable financial measures calculated and presented in accordance with GAAP.

Reconciliation of Net Income to Adjusted EBITDA:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net income

 

$

7,990

 

 

$

1,907

 

Stock-based compensation

 

 

5,420

 

 

 

4,518

 

Depreciation and amortization

 

 

1,221

 

 

 

1,263

 

Legal settlement

 

 

7,900

 

 

 

 

Interest income

 

 

(708

)

 

 

(386

)

Income tax expense

 

 

684

 

 

 

286

 

Adjusted EBITDA

 

$

22,507

 

 

$

7,588

 

Results of Operations

Comparison of the Three Months Ended March 31, 2025 and 2024

The following tables set forth our results of operations for the periods shown:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Statement of Operations Data:

 

 

 

 

 

 

Revenue(1)

 

$

166,632

 

 

$

91,065

 

Cost and operating expenses(2):

 

 

 

 

 

 

Cost of revenue

 

 

5,380

 

 

 

5,041

 

Sales and marketing

 

 

129,430

 

 

 

70,784

 

Research and development

 

 

7,485

 

 

 

6,844

 

General and administrative

 

 

8,440

 

 

 

6,630

 

Legal settlement

 

 

7,900

 

 

 

 

Total cost and operating expenses

 

 

158,635

 

 

 

89,299

 

Income from operations

 

 

7,997

 

 

 

1,766

 

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

708

 

 

 

386

 

Other income (expense), net

 

 

(31

)

 

 

41

 

Total other income, net

 

 

677

 

 

 

427

 

Income before income taxes

 

 

8,674

 

 

 

2,193

 

Income tax expense

 

 

(684

)

 

 

(286

)

Net income

 

$

7,990

 

 

$

1,907

 

Other Financial and Operational Data:

 

 

 

 

 

 

Variable marketing dollars

 

$

46,860

 

 

$

30,818

 

Adjusted EBITDA(3)

 

$

22,507

 

 

$

7,588

 

 

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(1)  Comprised of revenue from the following distribution channels:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Direct channels

 

 

91

%

 

 

80

%

Indirect channels

 

 

9

%

 

 

20

%

 

 

100

%

 

 

100

%

 

(2) Includes stock-based compensation expense as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Cost of revenue

 

$

9

 

 

$

36

 

Sales and marketing

 

 

1,565

 

 

 

1,594

 

Research and development

 

 

1,370

 

 

 

1,312

 

General and administrative

 

 

2,476

 

 

 

1,576

 

 

$

5,420

 

 

$

4,518

 

(3) See “—Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA as a non-GAAP financial measure and a reconciliation of adjusted EBITDA to its comparable GAAP financial measure.

Revenue

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

(dollars in thousands)

 

Revenue

 

$

166,632

 

 

$

91,065

 

 

$

75,567

 

 

 

83.0

%

Revenue increased by $75.6 million from $91.1 million for the three months ended March 31, 2024 to $166.6 million for the three months ended March 31, 2025. The increase in revenue was primarily due to an increase of $75.2 million in our automotive vertical, due to an increase in carrier spend for referrals primarily from our two largest customers.

Cost of Revenue

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

(dollars in thousands)

 

Cost of revenue

 

$

5,380

 

 

$

5,041

 

 

$

339

 

 

 

6.7

%

Percentage of revenue

 

 

3.2

%

 

 

5.5

%

 

 

 

 

 

 

Cost of revenue increased by $0.3 million from $5.0 million for the three months ended March 31, 2024 to $5.4 million for the three months ended March 31, 2025. Cost of revenue increased primarily due to an increase in third-party call center costs of $0.3 million due primarily to a net increase in call volume and increased usage of the third-party call center, partially offset by a decrease in personnel-related costs of $0.3 million related primarily to decreased headcount in our call center.

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Amortization of internal use software increased by $0.2 million.

Sales and Marketing

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

(dollars in thousands)

 

Sales and marketing expense

 

$

129,430

 

 

$

70,784

 

 

$

58,646

 

 

 

82.9

%

Percentage of revenue

 

 

77.7

%

 

 

77.7

%

 

 

 

 

 

 

Sales and marketing expense increased by $58.6 million from $70.8 million for the three months ended March 31, 2024 to $129.4 million for the three months ended March 31, 2025. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $59.6 million due to an increase in carrier spend, partially offset by a decrease in office and occupancy costs due of $0.3 million due primarily to lower rent expense and a decrease in personnel-related costs of $0.2 million.

Research and Development

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

(dollars in thousands)

 

Research and development expense

 

$

7,485

 

 

$

6,844

 

 

$

641

 

 

 

9.4

%

Percentage of revenue

 

 

4.5

%

 

 

7.5

%

 

 

 

 

 

 

Research and development expense increased by $0.6 million from $6.8 million for the three months ended March 31, 2024 to $7.5 million for the three months ended March 31, 2025. The increase in research and development expense was primarily due to an increase in personnel-related costs of $0.4 million due to increased headcount and increased consulting expense of $0.3 million.

General and Administrative

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

(dollars in thousands)

 

General and administrative expense

 

$

8,440

 

 

$

6,630

 

 

$

1,810

 

 

 

27.3

%

Percentage of revenue

 

 

5.1

%

 

 

7.3

%

 

 

 

 

 

 

General and administrative expenses increased by $1.8 million from $6.6 million for the three months ended March 31, 2024 to $8.4 million for the three months ended March 31, 2025. The increase in general and administrative expenses was primarily due to an increase in personnel-related costs of $0.8 million due primarily to increased stock-based compensation. Personnel-related costs included stock-based compensation expense of $2.5 million and $1.6 million for the three months ended March 31, 2025 and 2024, respectively. Legal fees and consulting fees also increased by $0.5 million and $0.4 million, respectively.

Legal Settlement

Legal settlement expense for the three months ended March 31, 2025 of $7.9 million consisted of the liability recorded for the settlement of litigation in connection with a prior acquisition (see Notes 8 and 13 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).

Other Income (Expense)

Interest income increased from $0.4 million in the three months ended March 31, 2024 to $0.7 million in the three months ended March 31, 2025 due to an increase in interest earned on our cash balances. Other income (expense), net was not significant for any periods presented.

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Income Tax Expense

Our income tax expense consisted primarily of state income taxes as well as federal income taxes for the portion of our taxable income that was not offset by operating loss and tax credit carryforwards. We maintain a valuation allowance on our overall net deferred tax asset as it is deemed more likely than not the net deferred tax asset will not be realized.

Variable Marketing Dollars and Margin

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

(dollars in thousands)

 

Revenue

 

$

166,632

 

 

$

91,065

 

 

$

75,567

 

 

 

83.0

%

Less: total advertising expense (a component of sales and marketing expense)

 

 

119,772

 

 

 

60,247

 

 

 

 

 

 

 

Variable marketing dollars

 

$

46,860

 

 

$

30,818

 

 

$

16,042

 

 

 

52.1

%

Variable marketing margin

 

 

28.1

%

 

 

33.8

%

 

 

 

 

 

 

 

The increase in variable marketing dollars in the three months ended March 31, 2025 was due primarily to increased carrier spend. The decrease in variable marketing margin for the same period was due to competitive pricing for advertising spend and the relative mix of referral types.

Liquidity and Capital Resources

As of March 31, 2025, our principal sources of liquidity were cash and cash equivalents of $125.0 million and up to $25.0 million of availability under our revolving line of credit pursuant to the 2023 Amended Loan Agreement (defined as the Amended and Restated Loan and Security Agreement, dated as of August 7, 2020 between us and Western Alliance Bank, as Lender, or the 2020 Loan Agreement, as amended by the Loan and Security Modification Agreement dated as of July 15, 2022, or the 2022 Loan Amendment, as amended by the Loan and Security Modification Agreement dated as of August 1, 2023, or the 2023 Consent and Release, as amended by the Loan and Security Modification Agreement, dated as of on August 7, 2023, or the 2023 Loan Amendment, as amended by the Loan and Security Modification Agreement, dated as of September 4, 2024).

Pursuant to the 2023 Amended Loan Agreement, borrowings under the revolving line of credit cannot exceed 85% of eligible accounts receivable balances, bear interest at the greater of 7.0% or the prime rate as published in The Wall Street Journal and mature on July 15, 2025. In an event of default, as defined in the 2023 Amended Loan Agreement, and until such event is no longer continuing, the annual interest rate to be charged would be the annual rate otherwise applicable to borrowings under the 2023 Amended Loan Agreement plus 5.00%.

Borrowings are collateralized by substantially all of our assets and property. Under the 2023 Amended Loan Agreement, we have agreed to certain affirmative and negative covenants to which we will remain subject until maturity. The covenants include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the 2023 Amended Loan Agreement and through the maturity date, we are required to maintain a minimum Adjusted Quick Ratio of 1.10 to 1.00, defined as the ratio of (1) the sum of (x) unrestricted cash and cash equivalents held at the Lender plus (y) net accounts receivable reflected on our balance sheet to (2) current liabilities, including all borrowings outstanding under the 2023 Amended Loan Agreement, but excluding the current portion of deferred revenue (in each case determined in accordance with GAAP). At any time that the Adjusted Quick Ratio is less than 1.30 to 1.00 the Lender shall have the ability to use our cash receipts to repay outstanding obligations until such time as the Adjusted Quick Ratio is equal to or greater than 1.30 to 1.00 for two consecutive months. As of March 31, 2025, we were in compliance with these covenants and we had no amounts outstanding under the revolving line of credit.

On May 1, 2025, we and the Lender amended the 2023 Amended Loan Agreement, pursuant to which, among other items, the Lender consented to the sale of certain of our subsidiaries.

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We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under our revolving line of credit. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of capital equipment to support our growth, sales and marketing activities, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. If we do not achieve our revenue goals as planned, we believe that we can reduce our operating costs. If we need additional funds and are unable to obtain funding on a timely basis, we may need to significantly curtail our operations in an effort to provide sufficient funds to continue our operations, which could adversely affect our business prospects.

Cash Flows

The following table shows a summary of our cash flows for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net cash provided by operating activities

 

$

23,306

 

 

$

10,440

 

Net cash used in investing activities

 

 

(1,133

)

 

 

(770

)

Net cash provided by financing activities

 

 

669

 

 

 

999

 

Effect of exchange rate changes on cash, cash equivalents
  and restricted cash

 

 

10

 

 

 

(5

)

Net increase in cash, cash equivalents and restricted cash

 

$

22,852

 

 

$

10,664

 

 

 

Net cash provided by operating activities

Operating activities provided $23.3 million in cash during the three months ended March 31, 2025, primarily resulting from our net income of $8.0 million, net non-cash charges of $6.7 million and net cash provided by changes in our operating assets and liabilities of $8.6 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $7.3 million net increase in accounts payable and accrued expenses and other current liabilities, due primarily to the accrual of legal settlement expense of $7.9 million, and a $1.0 million decrease in commissions receivable. Operating activities provided $10.4 million in cash during the three months ended March 31, 2024, primarily resulting from our net income of $1.9 million, net non-cash charges of $5.8 million and net cash provided by changes in our operating assets and liabilities of $2.7 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $17.7 million increase in accounts payable and accrued expenses and other current liabilities and a $1.3 million and $1.0 million decrease in commissions receivable and prepaid expenses and other current assets, respectively, partially offset by an increase in accounts receivable of $17.1 million.

Changes in accounts receivable, accounts payable and accrued expenses and other current liabilities were generally due to changes in our business and timing of customer and vendor invoicing and payments. Collection of commissions receivable depends upon the timing of our receipt of commission payments from insurance carriers. A significant portion of our commissions receivable is classified as long-term.

Net cash used in investing activities

Net cash used in investing activities of $1.1 million and $0.8 million for the three months ended March 31, 2025 and 2024, respectively, was attributable to the acquisition of property and equipment, which included the capitalization of certain software development costs. During the three months ended March 31, 2025 and 2024, we capitalized $1.0 million and $0.8 million, respectively, of software development costs.

Net cash provided by financing activities

During the three months ended March 31, 2025 and 2024, net cash provided by financing activities was $0.7 million and $1.0 million, respectively. Net cash provided by financing activities during the three months ended March 31, 2025 and 2024 consisted of proceeds received from the exercise of common stock options, partially offset by tax withholding payments relating to net share settlements.

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Contractual Obligations and Commitments

Our cash flows are dependent on a number of factors in addition to our operational expenditures, including our contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

There have been no material changes to the contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2024.

Critical Accounting Policies and Significant Judgments and Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies from those disclosed in our financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2024, on file with the Securities and Exchange Commission. For further disclosure, refer to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have a credit agreement that provides us with credit at a floating rate of interest. As of March 31, 2025, we had no outstanding borrowings under our revolving line of credit and therefore no material exposure to fluctuations in interest rates.

We contract with vendors in foreign countries and we have foreign subsidiaries. As such, we have exposure to adverse changes in exchange rates of foreign currencies associated with our foreign transactions and our foreign subsidiaries. We believe this exposure to be immaterial. We do not hedge against this exposure to fluctuations in exchange rates.

 

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Information with respect to legal proceedings and this item is included in Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements contained in Part I, Item I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent periodic filings with the Securities and Exchange Commission. There has been no material change from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Equity Securities

There were no shares of equity securities sold or issued, or options granted, by us during the three months ended March 31, 2025 that were not registered under the Securities Act, and that were not previously reported in a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

We did not purchase any of our registered equity securities during the period from January 1, 2025 to March 31, 2025.

Item 5. Other Information.

(a) Purchase and Sale Agreement

On May 1, 2025, we contemporaneously entered into and closed a Purchase and Sale Agreement, or the Purchase Agreement, with Tim Presto and Edward Hames, or collectively, the Buyers, pursuant to which we agreed to sell to the Buyers the right to receive certain commissions under the remaining P&C carrier contracts related to our DTC agency and certain related software and obligations related to that commission stream, or the Divested P&C Agency Assets, by selling Parachute Insurance Services Corp.

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and One Eighty Software, Inc., or collectively, the Parachute Companies, to the Buyers for cash consideration of $0.5 million and entering into a settlement agreement with the Buyers and Mr. McClintock to resolve all disputes and/or claims asserted by Mr. Presto individually and in his capacity as Seller Representative for himself, Mr. Hames and Mr. McClintock and others in the parties’ litigation captioned Presto v. EverQuote, Inc., filed in the Court of Chancery of the State of Delaware.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

The Purchase Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Divested P&C Agency Assets or the Buyers.

(b) Western Alliance Bank Loan and Security Modification Agreement

On May 1, 2025, we entered into a Loan and Security Modification Agreement, or the 2025 Loan Amendment, with the Lender, which modified the 2023 Amended Loan Agreement between us and the Lender. Pursuant to the 2025 Loan Amendment, the Lender consented to the Purchase Agreement and released its security interests in the Parachute Companies arising under the 2023 Amended Loan Agreement and updated certain other covenants.

The foregoing description of the 2025 Loan Amendment is qualified in its entirety by reference to the full text of the 2025 Loan Amendment, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

(c) Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended March 31, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

 

Name (Title)

Action Taken
(Date of Action)

Type of Trading Arrangement

Nature of Trading
Arrangement

Duration of Trading
Arrangement

Aggregate Number
of Securities

David Brainard
(Chief Technology Officer)

Adoption
(March 17, 2025)

Rule 10b5-1 trading arrangement

Sale

Until March 31, 2026, or such earlier date upon which all transactions are completed or expire without execution

Indeterminable (1)

Julia Brncic
(General Counsel)

Adoption
(March 17, 2025)

Rule 10b5-1 trading arrangement

Sale

Until September 20, 2025, or such earlier date upon which all transactions are completed or expire without execution

Indeterminable (2)

 

(1) Mr. Brainard's Rule 10b5-1 Trading Plan provides for the sale of an indeterminable number of shares of common stock from the settlement of restricted stock units (“RSUs”). The shares of common stock is unknown as the number will vary based on the extent to which vesting conditions of the RSUs are satisfied, the market price of the Company’s common stock at the time of settlement and the amount of shares that would otherwise be issuable on each settlement date of a covered RSU that are sold or withheld in an amount sufficient to satisfy applicable tax withholding obligations.

(2) Ms. Brncic's Rule 10b5-1 Trading Plan provides for the sale of an indeterminable number of shares of common stock from the settlement of RSUs. The shares of common stock is unknown as the number will vary based on the extent to which vesting conditions of the RSUs are satisfied, the market price of the Company’s common stock at the time of settlement and the amount of shares that would otherwise be issuable on each settlement date of a covered RSU that are sold or withheld in an amount sufficient to satisfy applicable tax withholding obligations.

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Item 6. Exhibits.

 

Exhibit

Number

 

Description

 

 

 

10.1#

 

Purchase and Sale Agreement, dated May 1, 2025, by and among Tim Presto, Edward Hames and the Company

 

 

 

10.2

 

Loan and Security Agreement Modification Agreement, dated May 1, 2025, by and between Western Alliance Bank and the Company

 

 

 

31.1

 

Certification of Chief Executive Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of Chief Financial Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1†

 

Certification of Chief Executive Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2†

 

Certification of Chief Financial Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of EverQuote, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

# This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment for any schedules or exhibits so furnished.

 

 

32


Table of Contents

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EVERQUOTE, INC.

 

 

 

 

Date: May 7, 2025

By:

/s/ Jayme Mendal

Jayme Mendal

Chief Executive Officer and President

(Principal Executive Officer)

 

 

 

 

Date: May 7, 2025

By:

/s/ Joseph Sanborn

Joseph Sanborn

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

33


EX-10.1 2 ever-ex10_1.htm EX-10.1 EX-10.1

 

 

 

Exhibit 10.1

  

 

 

 

 

 

 

 

 

PURCHASE AND SALE AGREEMENT

 

 

BY AND BETWEEN

 

 

EVERQUOTE, INC.

 

 

and

 

 

TIMOTHY PRESTO AND EDWARD HAMES

 

 

MAY 1, 2025

 

 

 


 

PURCHASE AND SALE AGREEMENT

 

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of May 1, 2025 by and among EverQuote, Inc., a Delaware corporation (“Parent”), Timothy Presto (“Presto”) and Edward Hames (together with Presto, the “Buyers”, and (each, a “Buyer”). Parent and Buyers are sometimes referred to herein individually as a “Party” and together as the “Parties.”

INTRODUCTION
1.
Parent owns all of the outstanding capital stock (the “Equity Interests”) of Parachute Insurance Services Corp., a Texas corporation (the “Acquired Company”), and the Acquired Company owns all of the outstanding capital stock of One Eighty Software, Inc., a Delaware corporation (“One Eighty”, and together with the Acquired Company, the “Acquired Companies”).
2.
Parent shall, prior to Closing (as defined in Section 1.2(a)), effectuate the assignments described on Schedule I (the “Pre-Closing Transactions”).
3.
On the terms and subject to the conditions of this Agreement, including the full and complete resolution of all claims asserted by Presto individually and in his capacity as Seller Representative for the Buyers and others in the Parties’ ongoing litigation, captioned Presto v. EverQuote, Inc., C.A. No. 2024-0521-PAF, currently pending in the Court of Chancery of the State of Delaware (the “Litigation”) pursuant to the Settlement and Release Agreement (as defined below), and after giving effect to the Pre-Closing Transactions, Parent desires to sell to Buyers, and Buyers desire to purchase from Parent, the Equity Interests.
4.
The Parties acknowledge and agree that for all purposes hereunder (except where the concept expressly requires otherwise), the “Business” of the Acquired Companies as a whole means the property and casualty agency business conducted related to the Designated Contracts (as defined in Section 2.10(b)), whether conducted by the Acquired Companies or by or through Parent or any other subsidiaries or Affiliates (as defined below) of Parent prior to the date hereof, and all required regulatory and contractual obligations to collect, maintain and preserve obligations to preserve Information (as defined in Section 6.1(a) (below) pertaining to the Business.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

EQUITY INTEREST PURCHASE AND SALE

1.1
Sale and Transfer of Equity Interests. On the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 1.2(a)), Parent shall sell, convey, assign, transfer and deliver to Buyers, and Buyers shall purchase, accept the transfer of and acquire from Parent, the Equity Interests, free and clear of any Security Interests other than applicable securities law restrictions.

2


 

1.2
The Closing.
(a)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place via the electronic exchange of documents and signatures, commencing at 11:59 p.m., Eastern time, on the date of this Agreement (the “Closing Date”), or on such other date and/or time as Buyers and Parent may mutually agree.
(b)
Actions at the Closing. At the Closing:
(i)
Parent shall deliver to Buyers an instrument of assignment from Parent assigning all of the Equity Interests to Buyers;
(ii)
Parent shall deliver to Buyers a certificate from the secretary (or other authorized officer) of the Acquired Company’s certifying as to (A) correct and complete copies of its organizational documents, (B) the incumbency and signatures of the officers executing this Agreement and the other documents to which such entity will be a party and (C) the consummation of the transactions contemplated herein and therein;
(iii)
Parent shall deliver to Buyers (A) a good standing or similar certificate with respect to One-Eighty issued by the Secretary of State of the State of Delaware, and (B) a certificate of good standing or similar certificate with respect to the Acquired Company issued by the Secretary of State of the State of Texas;
(iv)
Parent shall deliver to Buyers a resignation from such position from each director and officer of each of the Acquired Companies that is required to resign pursuant to Section 6.3 (which, for the avoidance of doubt, shall not constitute a resignation of employment);
(v)
Parent shall deliver, or cause to be delivered, such instruments of conveyance as necessary to effect the consummation of the Pre-Closing Transactions; and
(vi)
In consideration for the sale and transfer of the Equity Interests, (x) Buyers shall collectively pay to Parent a fixed purchase price of Five Hundred Thousand Dollars (U.S. $500,000.00), payable in cash by wire transfer of immediately available funds to an account designated by Parent; and (y) the Parties shall execute and deliver to each other the Settlement and Release Agreement in the form attached hereto as Exhibit A (the “Settlement and Release Agreement”).

 

(c) Notwithstanding anything to the contrary herein, all receipts for commissions earned by the Acquired Company on or after April 1, 2025 will be for the benefit of Buyers. For the avoidance of doubt, this entitlement expressly excludes any receipts for commissions that were earned by the Acquired Company prior to April 1, 2025, including but not limited to commissions earned in March 2025 and subsequently paid by carriers relating to such commissions during the month of April 2025. Buyers shall have no right to claim or receive any credit for such excluded commission receipts (or the benefit thereof), as the entitlement is strictly limited to commissions earned on or after April 1, 2025.

3


 

In the event (i) Parent receives any such commissions after Closing that relate to commissions earned by the Acquired Company on or after April 1, 2025, it shall promptly remit such amounts at the direction of the Acquired Company; provided, however, that Parent shall hold all such commissions in escrow for the benefit of the Acquired Company until the Acquired Company notifies Parent in writing that it is in good standing to receive such commissions (and promptly following receipt of such notice, Parent shall remit such amounts as directed by the Acquired Company), or (ii) Buyers or the Acquired Company receives any such commissions after Closing that relate to commissions earned by the Acquired Company prior April 1, 2025, it shall promptly remit such amounts at the direction of Parent (subject in either case to compliance with any applicable insurance or other laws).

1.3
Further Assurances. At any time and from time to time after the Closing Date, as and when requested by either Party and at the requesting Party’s expense, the other Party shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are necessary to evidence and effectuate the transactions contemplated by this Agreement,

provided that the foregoing shall not enlarge the Parties’ respective obligations under this Agreement. In addition, (a) Parent shall use best efforts to obtain consent to assign, and to

complete the assignment from Parent to the Acquired Company, of each of the agreements identified on Section 2.3(c)(2) of the of the Disclosure Schedule as promptly as practicable following the Closing, (b) Buyers shall use best efforts to effectuate assignment and change of control approval with Progressive as promptly as practicable following Closing, and (c) as promptly as practicable, and in any event within 30 days following the Closing, Buyers will designate an individual as (i) Designated Responsible Licensed Producer for the Acquired Company in each applicable state and (ii) as carrier principal for the Acquired Company for each applicable carrier.

1.4
Withholding. Notwithstanding anything to the contrary set forth in this

Agreement, the Buyers (and any other applicable withholding agent) will be entitled to deduct

and withhold from the consideration otherwise payable pursuant to this Agreement to Parent

such amounts as are required to be withheld under the Code or any provision of state, local, or foreign Tax Law. To the extent that amounts are so withheld and timely paid over to the applicable taxing authority, such withheld amounts will be treated for all

purposes of this Agreement as having been paid to the applicable Person in respect of which

such deduction and withholding were made by the Buyers.

1.5
Progressive Consent. Parent covenants and agrees that if Progressive Casualty Insurance Company has not approved the assignment and change of control related to that certain agency agreement between Progressive Casualty Insurance Company and Parachute Insurance Services Corp., effective August 1, 2019 (the “PGR Contract”), and the Acquired Company is not approved to receive commissions due and payable under the PGR Contract within 90 days following the Closing Date, then the Parties agree that (i) Parent’s assignment of the PGR Contract to the Acquired Company will be null and void, (ii) Parent shall remain the counter-party to the PGR Contract, and (iii) Parent shall pay the Acquired Company in the amount of $1,900,000, as liquidated damages and not as a penalty.

4


 

ARTICLE II REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to Buyers that, after giving effect to the Pre-Closing Transactions and except as set forth in the disclosure schedule provided by Parent to Buyers (the “Disclosure Schedule”), it being understood and agreed that no representations or warranties below are made with respect to any period (or portion thereof) prior to August 13, 2021 or beginning after the Closing Date:

2.1
Organization, Qualification and Corporate Power.
(a)
Parent. Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware.
(b)
Acquired Company. The Acquired Company is an entity validly existing and, where applicable as a legal concept, in good standing (or equivalent) under the laws of its jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the nature of its activities makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Such jurisdictions where the Acquired Company is qualified to conduct business as a foreign Acquired Company are set forth on Section 2.1(b) of the Disclosure Schedule. The Acquired Company has all requisite corporate or comparable power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that has a material adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance directly or indirectly resulting from or arising out of (i) actions taken by the Parties as required or expressly contemplated by this Agreement (including the Pre-Closing Transactions) or at the request of or with the consent of Buyers, or the failure to take any action prohibited by this Agreement, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyers, (iii) changes in the Business’ industry or in markets generally, (iv) changes in economic conditions or financial markets in any country or region or globally, including changes in tariff, interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (vii) any failure by the Business to meet any projections relating to receipt of insurance commissions held by the Acquired Company for or during any period ending on or after the date hereof (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded), (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions, epidemics, pandemics or disease outbreaks, or (ix) changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in accounting standards (or the interpretation thereof), except to the extent any such change, effect or circumstance resulting from, arising out of or attributable to the matters described in clauses (iii), (iv), (v), (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Business, taken as a whole, as compared to other similarly situated companies that conduct business in the countries and regions in the world and in the industries and markets in which the Business is conducted by the Acquired Companies (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could occur).

5


 

For purposes of this Agreement, “Affiliate” shall have the meaning assigned to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
(c)
Capitalization. The capitalization of each Acquired Company is set forth on the Disclosure Schedule. All of the issued and outstanding equity interests of the Acquired Companies, including the Equity Interests, are duly authorized, validly issued, fully paid and nonassessable. Except for the Equity Interests and the equity interests of One Eighty owned by the Acquired Company, there are no outstanding equity interests of the Acquired Companies. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Parent or any of its subsidiaries (including the Acquired Companies) is a party or which are binding upon Parent or any of its subsidiaries (including the Acquired Companies) providing for the issuance, disposition or acquisition of any equity interests of either of the Acquired Companies. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any equity interests of either of the Acquired Companies or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of either of the Acquired Companies. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended (the “Securities Act”), of the equity interests of either of the Acquired Companies.
(d)
All of the issued and outstanding Equity Interests are owned of record and beneficially by Parent, and Parent has good title to the Equity Interests, free and clear of any Security Interest (as defined in Section 2.1(f)), contractual transfer or other restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law), other than applicable securities law restrictions. All of the issued and outstanding shares of capital stock of One Eighty are owned of record and beneficially by the Acquired Company, and the Acquired Company has good title to such shares of capital stock, free and clear of any Security Interest, contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law), other than applicable securities law restrictions.
(e)
For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, landlord’s and similar liens, (ii) liens for Taxes not yet due and payable, (iii) non-exclusive licenses to intellectual property, (iv) liens arising under applicable securities laws, and (v) liens arising solely by action of Buyers. For purposes of this Agreement, “Ordinary Course of Business” means the ordinary course of business consistent in all material respects with past practice of the Business.

6


 

2.2
Authority. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or comparable action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and, assuming this Agreement constitutes the valid and binding obligations of Buyers, constitutes the valid and binding obligations of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses (the “Bankruptcy and Equity Exception”).
2.3
Noncontravention. Except as set forth on Section 2.3 of the Disclosure Schedule, neither the execution and delivery by Parent of this Agreement, nor the consummation by Parent of the transactions, including the Pre-Closing Transactions, contemplated hereby, will:
(a)
conflict with or violate any provision of the charter or bylaws or similar organizational documents of the Acquired Companies or Parent;
(b)
require on the part of the Acquired Companies or Parent any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to be material to the Business, taken as a whole;
(c)
conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which the Acquired Companies or Parent is a party or by which the Acquired Companies or Parent is bound or to which any of their respective assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to be material to the Business, taken as a whole; or
(d)
violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, the Acquired Companies or Parent or any of their respective properties or assets, except for any violation that would not reasonably be expected to be material to the Business, taken as a whole.
2.4
Subsidiaries. Except for the equity interests of One Eighty held by the Acquired Company, the Acquired Companies do not control, directly or indirectly, or have any direct or indirect equity participation in, any corporation, limited liability company, partnership, trust or other business association (other than in a money market, mutual fund or other short-term investment).

7


 

2.5
Absence of Changes. Since June 30, 2024, there has not been any Business Material Adverse Effect. Except as set forth on Section 2.5 of the Disclosure Schedule (other than actions and conduct related to the transactions contemplated by this Agreement, including the Pre-Closing Transactions), the Acquired Companies have operated in the Ordinary Course of Business in all material respects, and the Acquired Companies have not:
(a)
incurred any indebtedness for borrowed money or mortgaged, pledged, or subjected any of its material tangible or intangible assets to any Security Interest;
(b)
sold, assigned, transferred, leased, or licensed any of its assets, other than pursuant to the Pre-Closing Transactions or the sale of products and services in the Ordinary Course of Business;
(c)
sold, assigned, or transferred any patents, registered trademarks, trade names, registered copyrights, trade secrets, or other Acquired Companies IP (as defined in Section 2.9(a)) (excluding, for the avoidance of doubt, non-exclusive licenses granted in the Ordinary Course of Business);
(d)
knowingly and expressly waived any rights of material value with respect to any period after the Closing under any Designated Contract (as defined in Section 2.10(b));
(e)
issued any of its equity securities, securities convertible into its equity securities, or warrants, options, or other rights to acquire its equity securities; made any capital investment in, or any loan to, any other person or entity, other than the advancement of expenses in the Ordinary Course of Business;
(f)
made any capital expenditures or commitments;
(g)
paid, loaned, or advanced any amounts to, or sold, transferred, or leased any of its assets to, or entered into any other material transactions with, any of its Affiliates, or made any loan to, or entered into any other material transaction;
(h)
declared or made any payment or distribution of cash or other property to its equity holders with respect to its equity securities, or purchased or redeemed any of its equity securities;
(i)
amended its organizational documents; or
(j)
agreed to do any of the foregoing.
2.6
Tax Matters.
(a)
Neither of the Acquired Companies is liable for the Taxes of any taxpayer other than Parent and its subsidiaries under Treas. Reg.

8


 

§ 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or by contract (other than contracts not primarily related to Taxes entered into in the Ordinary Course of Business) for any taxable period (or portion thereof) ending on or before the Closing Date.
(b)
Neither of the Acquired Companies has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Parent is not a “foreign person” as that term is used in Treas. Reg. § 1.1445-2.

 

(c)
There are no material liens with respect to Taxes upon any of the assets of the Acquired Companies, other than with respect to Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings.

 

(d)
The Acquired Companies have not engaged in a “reportable transaction” as set forth in Treas. Reg. § 1.6011-4(b) since August 13, 2021.

 

(e)
During the period commencing August 13, 2021, neither of the Acquired Companies has ever (i) had a permanent establishment in any country other than the country in which it is organized and resident, or (ii) engaged in a trade or business in any country other than the country in which it is organized and resident that subjected it to Tax in such country.

 

(f)
Notwithstanding anything to the contrary in this Agreement, it is agreed and understood that (i) no representation or warranty is made by Parent in this Agreement in respect of Tax matters, other than the representations and warranties set forth in this Section 2.6, (ii) the representations and warranties of Parent in this Section 2.6 relate only to activities prior to the Closing and shall not serve as representations and warranties regarding, or a guarantee of, nor can they be relied upon with respect to, Taxes attributable to any Tax period (or portion thereof) beginning, or Tax positions taken, after the Closing Date, and (iii) no representations or guarantees are made with respect to the amount or availability of Tax attributes of either of the Acquired Companies for any taxable period (or portion thereof) prior to August 13, 2021, or beginning after the Closing Date.
2.7
Tangible Personal Property. Each of the Acquired Companies has good title to, a valid leasehold (or other equivalent) interest in or a valid license to use all the material tangible personal property purported to be owned, leased or licensed by it, free and clear of all Security Interests.
2.8
Real Property. The Acquired Companies do not own any or lease any real property.
2.9
Intellectual Property.
(a)

9


 

For the purposes of this Agreement: (i) “Intellectual Property Rights” means any and all intellectual, proprietary, and industrial property rights, recognizable in any jurisdiction, including all rights pertaining to or deriving from: (a) patents (including any and all provisionals, continuations, continuations-in-part, divisionals, re-examinations, reissues and the like) (collectively, “Patents”); (b) copyrights, mask works, and works of authorship; (c) computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs (collectively, “Software”); (d) trademarks, trade names, service marks, trade dress, and the goodwill associated therewith (collectively, “Trademarks”); (e) trade secrets, confidential information, and know-how (including methods, specifications, processes);

(f) domain names, phone numbers, and social media accounts and handles; (g) data (whether sourced, Acquired Company-generated or otherwise), databases, data compilations and all documentation relating to the foregoing; and (h) any applications for or registrations of any of the foregoing since August 13, 2021; and (ii) “Acquired Companies IP” means all Intellectual Property Rights owned, in whole or part, including by or through valid licenses, by the Acquired Companies (including all Intellectual Property Rights which an employee or other third party is obligated by contract, statute or otherwise to assign to either of the Acquired Companies) and used in connection with the Business.

(b)
Section 2.9(b) of the Disclosure Schedule contains a complete and accurate list of: (i) all Acquired Companies IP that is subject to any issuance, registration, or application by or with any Governmental Entity or authorized private registrar in any jurisdiction (collectively, “Intellectual Property Registrations”) specifying as to each, as applicable: the title or mark; the owner of record; the jurisdiction; the issue, registration, or application number; the issue, registration, or filing date; and (ii) all material unregistered Trademarks included in the Acquired Companies IP; and (iii) all Software included in the Acquired Companies IP.
(c)
The Acquired Companies solely and exclusively owns all right, title, and interest in and to, and is the owner of record of, the Intellectual Property Registrations. The Acquired Companies solely and exclusively own all right, title, and interest in and to the Acquired Companies IP, and have the valid and enforceable right to use and exploit all Intellectual Property Rights used or held for use in, or necessary for, the conduct of the Business, in each case free and clear of all Security Interests, except as would not reasonably be expected to be material to the Business, taken as a whole. The Acquired Companies IP, together with the Intellectual Property Rights licensed under the Designated Contracts, includes all of the Intellectual Property Rights that are used in the conduct of the Business as currently conducted, except as would not reasonably be expected to be material to the Business, taken as a whole.
(d)
To Parent’s knowledge, (i) each item of the Acquired Companies IP, and the Acquired Companies’ rights therein, is valid, subsisting and enforceable, and (ii) there are no facts that would render the Acquired Companies IP, or Acquired Companies’ rights therein, invalid or unenforceable. No claim is pending or, to Parent’s knowledge, threatened, that challenges the Acquired Companies’ ownership or use of the Acquired Companies IP or to the effect that any Acquired Companies IP is or will be invalid or unenforceable by the Acquired Companies, and, to Parent’s knowledge, there is no basis for any such claim (whether or not pending or threatened).
(e)
The conduct of the Business and use of the Acquired Companies IP as utilized in the Business prior to the Closing does not infringe upon, misappropriate, or otherwise violate, and has not infringed upon, misappropriated, or otherwise violated, the Intellectual Property Rights or proprietary rights of any other person.

10


 

Since August 13, 2021, no person has made any offer for license to the Acquired Companies IP, and no claim is pending or, to Parent’s knowledge, threatened to the effect that the conduct of the Business or any Acquired Companies IP infringes upon, misappropriates, or otherwise violates the rights of any other person or entity.

 

(f)
To Parent’s knowledge, no person is engaging or has engaged in any activity that infringes, misappropriates, or otherwise violates any Acquired Companies IP; and the Acquired Companies have not asserted any claims relating to, or made any offer for license related to, such activity against any person. The Acquired Companies have taken reasonable measures to protect the confidentiality of all trade secrets and confidential information included in the Acquired Companies IP. No such person is or is suspected to be in violation of any material term of such agreement. No confidential information that is material to the Business as currently conducted or any trade secret has been disclosed or authorized to be disclosed to any person, other than pursuant to a written non-disclosure agreement or similar instrument.
2.10
Contracts.
(a)
As of the date hereof, except as set forth in Section 2.10 of the Disclosure Schedule, neither of the Acquired Companies is (or had the Pre-Closing Transactions occurred prior to the date hereof, would be) a party to any:
(i)
agreement (or group of related written agreements with the same person or entity) for the lease of personal property from or to third parties providing for lease payments, other than agreements that can be terminated by either of the Acquired Companies on 90 or fewer days’ notice without payment by one of the Acquired Companies of any material penalty;
(ii)
agreement (or group of related written agreements with the same person or entity) for the purchase or sale of products or the furnishing or receipt of services;
(iii)
agreement for capital expenditures, which requires either of the Acquired Companies to make aggregate future payments;
(iv)
agreement establishing a partnership or joint venture;
(v)
agreement (or group of related written agreements with the same person or entity) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money (other than intercompany indebtedness that will be eliminated prior to the Closing) or under which it has imposed a Security Interest on any of its material assets, tangible or intangible;
(vi)
agreement for the employment in the Business of any individual on

a full-time or part-time basis;

(vii)
agreement for the sale of any assets or properties of either Acquired Companies, other than agreements for the sale of goods and services in the Ordinary Course of Business and other than pursuant to the Pre-Closing Transactions; and

11


 

(viii)
agreement for the acquisition by either of the Acquired Companies of any operating business or equity interests of any other person (other than pursuant to the Pre-Closing Transactions).
(b)
Parent has made available to Buyers a correct and complete copy of each agreement (as amended to the date of this Agreement) listed in Section 2.10 of the Disclosure Schedule (the “Designated Contracts”). Each Designated Contract listed in Schedule I of the Pre-Closing Transactions is a valid, binding and enforceable obligation of the Acquired Company and, to Parent’s knowledge, of each other party thereto (except as the foregoing may be limited by the Bankruptcy and Equity Exception), and there exists no defaults of the Acquired Company or, to Parent’s knowledge, any other party thereto, except for any such failures to be valid, binding and enforceable or defaults that would not reasonably be expected to result in a Business Material Adverse Effect. To Parent’s knowledge, there are no material disputes pending or threatened under any Designated Contract.
2.11
Litigation. Section 2.11 of the Disclosure Schedule lists each (a) material judgment, order, decree, stipulation or injunction specifically naming the Acquired Companies or any of its property or business and (b) material complaint, action, suit, proceeding, hearing or investigation before any Governmental Entity or arbitrator to which either of the Acquired Companies is a party or, to Parent’s knowledge, which has been overtly threatened against either of the Acquired Companies, in each case that has arisen or been threatened in writing since August 13, 2021.
2.12
Labor Matters. Neither of the Acquired Companies is party to or bound by any collective bargaining agreement relating to the Business. The Acquired Companies have not experienced since August 13, 2021, any material strikes, grievances, claims of unfair labor practices or other collective bargaining disputes with respect to any persons employed with respect to the Business. The Acquired Companies are in material compliance with all applicable laws regarding labor and employment, including terms and conditions of employment, health and safety, and wages and hours, child labor, immigration, employment discrimination, harassment, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, and worker classification. No suits, charges, or administrative proceedings relating to any such laws or regulation are pending, and, to Parent’s knowledge, since August 13, 2021, no suit, charge, or administrative investigation alleging a violation of any such applicable law has been threatened. Since August 13, 2021, any individual performing services for the Acquired Companies who has been classified as an independent contractor has been correctly so classified and is not a common law employee of the Acquired Companies, except for any classification which if determined to be incorrect would not reasonably be expected to be material to the Business, taken as a whole.
2.13
Legal Compliance. The Acquired Company is, and has been since August 13, 2021, in material compliance with all applicable laws of any Governmental Entity currently in effect with respect to the Business. As of the date of this Agreement, neither of the Acquired Companies has received written notice of, and, to Parent’s knowledge, there are not, any pending action, suit, proceeding, hearing, investigation, claim, demand or notice relating to the Business alleging any material failure to so comply.

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2.14
Privacy. Except as set forth in Section 2.14 of the Disclosure Schedule:
(a)
With regard to the Business, each of the Acquired Companies currently is, and at all times since August 13, 2021 has been, in material compliance with all Privacy Laws and Personal Information Obligations (each as defined below). Neither of the Acquired Companies has received any written notice from any person or entity (including, without limitation, a Governmental Entity) alleging any material non-compliance with any Privacy Laws or Personal Information Obligations. For purposes of this Agreement, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with or linked to, directly or indirectly, a particular individual. “Personal Information” includes, without limitation, information that is subject to restrictions under laws relating to data security, privacy, or the processing or use of personal information in any form. “Personal Information Obligations” means the Acquired Companies’ privacy policies or notices, terms of use, terms and conditions, contracts, any binding guidance and the Payment Card Industry Data Security Standard, in each case, regarding processing of Personal Information, privacy, or data security. “Privacy Laws” means all applicable laws that relate to data privacy, data protection, data security, data transfer, confidentiality, breach notification, marketing, or the processing of Personal Information, in each case, as applicable from time to time, including, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996; the Health Information Technology for Economic and Clinical Health Act; the EU’s General Data Protection Regulation, the Telephone Consumer Protection Act; the CAN-SPAM Act of 2003; Section 5 of the Federal Trade Commission Act of 1914; the California Consumer Privacy Act of 2018; and all equivalent or comparable privacy, security and data breach notification laws, and the requirements set forth in any applicable regulations thereunder or any binding consent orders.
(b)
The Acquired Companies have implemented commercially reasonable administrative, physical, organizational, and technical safeguards sufficient to protect the Personal Information processed by each of the Acquired Companies, and such safeguards take into account the state of the art, are sufficient for the size and scope of the Acquired Companies and the risks posed to the Personal Information processed by each of the Acquired Companies. Such safeguards meet the standards imposed by applicable Privacy Laws. Neither the execution nor delivery of this Agreement, the contemplated transactions, nor the performance of the Acquired Companies’ obligations hereunder will violate in any material respect any applicable Privacy Laws or any of the Personal Information Obligations, or require any material notice to or consent of any person or entity for the continued processing of Personal Information. The Acquired Companies have all material authorizations, consents, and rights required to (i) process any Personal Information in the manner in which such Acquired Companies have previously processed such information and (ii) permit access to, deliver, or transfer Personal Information to Buyers as may be contemplated in or necessary for this Agreement.
(c)
Since August 13, 2021, neither of the Acquired Companies nor, to Parent’s knowledge, any person who processes Personal Information on behalf of the Acquired Companies, has experienced any material loss, damage, unauthorized access, unauthorized disclosure, improper alteration, misuse, unauthorized processing, or breach of the privacy or security of any Personal Information in the Acquired Companies’ possession, custody, or control, or that is processed on behalf of the Acquired Company that would have given rise to an obligation under applicable law to notify consumers or customers of any such incident.

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2.15
Permits. Section 2.15 of the Disclosure Schedule lists all material permits, licenses, franchises or authorizations from any Governmental Entity required for the operation of the Business as presently conducted (collectively, the “Permits”), and such Permits are sufficient to conduct the Business as presently conducted in all material respects. All such Permits are in good standing, and since August 13, 2021 neither of the Acquired Companies has been in material violation of or material default under any such Permits, and no such Permit will be revoked, terminated prior to its normal expiration date or not renewed solely as a result of the consummation of the transactions contemplated by this Agreement.
2.16
Business Relationships with Affiliates. Section 2.16 of the Disclosure Schedule lists any written intercompany agreements with respect to the Business whereby Parent or any of its subsidiaries (other than the Acquired Companies) directly or indirectly (a) owns any property or right, tangible or intangible, which is used in and material to the Business, taken as a whole,

(b) has any material claim or cause of action against the Acquired Companies, or (c) owes any money to, or is owed any money by, the Acquired Companies, in each case other than the agreements and instruments contemplated by the Pre-Closing Transactions.

2.17
Environmental Matters.
(a)
For purposes of this Agreement, “Environmental Laws” means all United States federal, state or local law, statute, rule or regulation as in effect on the Closing Date concerning public health and safety, worker health and safety, pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous

Materials. “Hazardous Material” means any material substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally

occurring or manmade, that is listed or defined as a “hazardous substance,” “hazardous waste,” or “toxic substance” or is otherwise hazardous, acutely hazardous, toxic or words of similar import or regulatory effect under any Environmental Law, and includes all pollutants, pesticides, contaminants or industrial, toxic, hazardous or petroleum-based substances or wastes, waste waters or byproducts, including asbestos in any form, polychlorinated biphenyls, urea formaldehyde and per- and poly-fluoroalkyl substances.

(b)
Each of the Acquired Companies complies and since August 13, 2021, has complied with all applicable Environmental Laws in all material respects, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced (with notice to Parent) or, to Parent’s knowledge, threatened against the Acquired Companies alleging any material failure to so comply. The Acquired Companies have obtained and, since August 13, 2021, have been in compliance with all material permits required pursuant to Environmental Laws for the occupation of the leased real property and the operation of its business.

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(c) Since August 13, 2021, neither of the Acquired Companies have received any written notice of any actual, alleged or potential violation or failure of the Acquired Companies to comply with any Environmental Laws with respect to any real property subject to the Leases, including any investigatory, remedial or corrective obligations. Since August 13, 2021, there has been no release of Hazardous Materials with respect to the Business or assets of the Acquired Companies which has resulted in a material violation of any Environmental Laws. 2.18 Brokers’ Fees. Neither of the Acquired Companies have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement. 2.19 Undisclosed Liabilities. Neither of the Acquired Companies has any liability of any nature, except for (a) transaction expenses incurred in furtherance of the transactions contemplated by this Agreement and (b) contractual and other liabilities incurred in the Ordinary Course of Business that are not in the aggregate material (in each case, none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of law). ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYERS Each Buyer represents and warrants to Parent that: 3.1 Authority. Such Buyer has all requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which such Buyer is a party, and to perform the Buyer’s obligations hereunder and thereunder. 3.2 Authorization of Transaction. The execution and delivery by such Buyers of this Agreement and the other agreements contemplated hereby and the performance by the Buyers of this Agreement and the consummation by the Buyers of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of the Buyers. This Agreement and all other agreements contemplated hereby have been duly and validly executed and delivered by the Buyers and, assuming the due authorization, execution and delivery by Parent, either of the Acquired Companies and any other party thereto, constitutes a valid and binding obligation of the Buyers, enforceable against the Buyers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to the Bankruptcy and Equity Exception. 3.3 Noncontravention. Neither the execution and delivery by the Buyers of this Agreement, nor the consummation by Buyers of the transactions contemplated hereby, will: (a) require on the part of the Buyers any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be

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expected to prevent, or materially impair or delay, the ability of Buyers to consummate the transactions contemplated by this Agreement (a “Buyers’ Material Adverse Effect”);
(b)
conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which Buyers are a party or by which Buyers are bound or to which any of such Buyers’ assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not reasonably be expected to result in a Buyer’s Material Adverse Effect; or violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Buyers or any of their properties or assets, except for any violation which would not reasonably be expected to result in a Buyers’ Material Adverse Effect.
3.4
Broker’s Fees. Buyers have no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
3.5
Litigation. There are no material actions, suits, claims or legal, administrative or arbitrational proceedings pending against, or, to Buyers’ knowledge, threatened against, Buyers.
3.6
Investment Intent. Buyers are acquiring the Equity Interests for investment for their own account and not with a view to the distribution of any part thereof. Buyers acknowledge that the Equity Interests have not been registered under U.S. federal or any applicable state securities laws or the laws of any other jurisdiction and cannot be resold without registration under such laws or an exemption therefrom. Buyers further acknowledge that they have knowledge and experience in financial and business matters, that they are capable of evaluating the merits and risks of an investment in the Equity Interests, and that they can bear the economic risk of an investment in the Equity Interests.
3.7
Solvency. Buyers are not entering into this Agreement with the actual intent to hinder, delay or defraud either present or future creditors of Buyers or either of the Acquired Companies.
3.8
No Other Representations or Warranties.

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The Buyers hereby acknowledge and agree that, except for the representations and warranties set forth in Article II (each as qualified by the Disclosure Schedule), (a) neither Parent nor any of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, has made or is making any express or implied representation or warranty with respect to the Business, the Acquired Companies or the Equity Interests, including with respect to any information provided or made available to Buyers or any of their agents, representatives or advisors, or any other person or entity, and (b) except as otherwise expressly set forth herein, neither Parent nor any of its subsidiaries, nor any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, nor any other person or entity, will have or be subject to any liability or indemnification or other obligation of any kind or nature to Buyers or any of their agents, representatives or advisors, or any other person or entity, resulting from the delivery, dissemination or any other distribution to Buyers or any of their agents, representatives or advisors, or any other person or entity, or the use by Buyers or any of their agents, representatives or advisors, or any other person or entity, of any such information provided or made available to any of them by Parent or any of its subsidiaries, or any of their respective stockholders, directors, officers, employees, agents, representatives or advisors, or any other person or entity, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyers or any of their agents, representatives or advisors, or any other person or entity, or any other person or entity, whether in anticipation or contemplation of the transactions contemplated by this Agreement or otherwise, and (subject to the express representations and warranties of Parent set forth in Article II or in any certificate, document or instrument delivered at the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by the Disclosure Schedule)) neither Buyers nor any of their agents, representatives or advisors, or any other person or entity, has relied on any such information (including the accuracy or completeness thereof).
ARTICLE IV INDEMNIFICATION
4.1
Indemnification by Parent. Subject to the terms and conditions of this Article IV, from and after the Closing, Parent shall indemnify Buyers in respect of, and hold Buyers harmless against, any and all Liabilities, losses, damages, fines, fees, penalties, judgments, costs and expenses (including reasonable attorneys’ fees and expenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding, or demand) (collectively, “Damages”) incurred or suffered by Buyers to the extent resulting from or constituting:
(a)
any breach of a representation or warranty of Parent contained in this

Agreement;

(b)
any failure by Parent to perform any covenant contained in this

Agreement;

(c)
any Excluded Liability (as defined below);
(d)
any income Taxes of the Acquired Companies for taxable periods (or portions thereof) beginning after August 13, 2021 and ending on or before the Closing Date (as determined pursuant to Section 5.2, as applicable), together with all penalties, interest, fees (including reasonable attorney’s fees) and other similar charges relating thereto (collectively, “Indemnified Taxes”);
(e)
any third-party claim against Buyers resulting from a breach committed by Parent or its subsidiaries (including the Acquired Companies but solely to the extent such breach was committed (or was alleged to have been committed) since August 13, 2021 and prior to the Closing) of the Telephone Consumer Protection Act, 42 U.S.C. §§ 227 et seq., as amended, the CAN-SPAM Act of 2003, 15 U.S.C. 7701, et seq., as amended, and Do Not Call List requirements (collectively, the “TCPA Laws”); or
(f)

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For purposes of this Agreement, “Excluded Liability” means any of the following: (i) all Liabilities of the Acquired Companies for costs and expenses incurred in connection with this Agreement and the Settlement and Release Agreement or the consummation of the transactions contemplated hereby or thereby; (ii) all Liabilities assumed by, or which are otherwise expressly the responsibility of, Parent pursuant to this Agreement; (iii) any Liabilities associated with debt, loans or credit facilities of the Acquired Companies and/or the Business owing to financial institutions; (iv) all other Liabilities of the Acquired Companies or arising out of or related to the conduct of the Business prior to Closing, to the extent not (x) an Assumed Liability (as defined in Section 4.2, or (y) Indemnified Taxes; and (v) all Liabilities under the Designated Contracts to the extent required to be performed on or before the Closing Date, incurred on or before the Closing Date outside the Ordinary Course of Business, or relating to any failure to perform, improper performance, warranty or other breach, default or violation on or prior to the Closing Date. For purposes of this Agreement, “Liabilities” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).
4.2
Indemnification by Buyers. Subject to the terms and conditions of this Article IV, from and after the Closing, Buyers shall indemnify Parent in respect of, and hold Parent harmless against, any and all Damages incurred or suffered by Parent or any Affiliate to the extent resulting from or constituting:
(a)
any breach of a representation or warranty of Buyers contained in this Agreement;
(b)
any failure by Buyers to perform any covenant contained in this Agreement;
(c)
any Assumed Liability (as defined below); or

 

(d)
any third-party claim against Parent or its Affiliates resulting from a breach of the TCPA Laws committed by Buyers or any of their agents, representatives, advisors or Affiliates (including the Acquired Companies solely to the extent such breach was committed (or was alleged to have been committed) prior to August 13, 2021 or after the Closing.

For purposes of this Agreement, “Assumed Liability” means and is limited to the following: (i) all Liabilities to the extent arising out of or relating to the conduct of the Business by Buyers following the Closing; (ii) all Liabilities that have arisen after April 1, 2025 from the operation of the Business in the Ordinary Course of Business; (iii) all Liabilities under the Designated Contracts, to the extent not an Excluded Liability described in clause (v) of the definition thereof; and (iv) Liabilities designated as Assumed Liabilities under Section 6.1(d)(iii).

4.3
Claims for Indemnification.
(a)
Third-Party Claims. Subject to the provisions of Article V, all claims for indemnification made under this Agreement resulting from, related to or arising out of a third- party claim against an Indemnified Party (as defined in this Section 4.3(a)) shall be made in accordance with the following procedures.

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A person or entity entitled to indemnification under this Article IV (an “Indemnified Party”) shall give written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) as promptly as practicable, and in any event within 30 days, after receipt by the Indemnified Party of notice of the commencement of any action, suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party, and shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such claim, the amount of the claimed Damages and any other material details

pertaining thereto; provided, however, that the failure to timely give such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Within 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnifying Party and the Indemnified Party have conflicting interests that cannot be waived with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement or compromise of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement or compromise of such action, suit, proceeding or claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, if the Indemnifying Party assumes the defense of a third-party claim and is in good faith contesting such third-party claim, the Indemnifying Party may agree to any settlement, compromise or discharge of a third-party claim that by its terms (a) is limited to one or more monetary payments (and does not include any injunctive or similar equitable relief or other restrictions or constraints for the Indemnified Party or any of its Affiliates), (b) obligates the Indemnifying Party to pay the full amount of Damages in connection with such third-party claim, (c) irrevocably and unconditionally releases the Indemnified Party and its Affiliates in connection with such third-party claim, and (d) does not contain any admission of fault, guilt or wrongdoing by the Indemnified Party or any of its Affiliates. Upon making any indemnification payment, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Damages to which the payment relates. The Indemnified Party shall, upon request, (x) execute all agreements, instruments and documents and take all other actions as may be reasonably necessary to evidence, perfect and enforce such subrogation rights and (y) provide reasonable assistance to the Indemnifying Party in connection with the Indemnifying Party’s pursuit of any claims against such third party.

 

(b)
Procedure for Other Claims.

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An Indemnified Party wishing to assert a claim for indemnification under this Article IV which is not subject to Section 4.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party (the “Claimed Amount”), (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IV and a reasonable explanation of the basis therefore, and (iii) a demand for payment in the amount of such Damages. The Indemnified Party shall allow the Indemnifying Party and its representatives to investigate the matter or circumstance alleged to give rise to such claim, and whether and to what extent any amount is payable in respect of such claim. If the Indemnifying Party contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 30 days following the delivery by the Indemnified Party of the applicable Claim Notice, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 7.13.

(c)
Procedures for Tax Audits. Notwithstanding anything to the contrary in this Agreement, to the extent there is a conflict between the provisions of this Section 4.3 and Section 5.4 with regard to any Tax Audit (as defined in Section 5.4), Section 5.4 shall govern.
4.4
Survival.
(a)
The Parties agree that:
(i)
the representations and warranties of Parent and Buyers set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue until the date that is twelve (12) months following the Closing Date, at which time they shall expire; provided that the representations and warranties set forth in Section

2.1 (Organization, Qualification and Corporate Power), Section 2.2 (Authority), Section 2.3(a) (Noncontravention of Organizational Documents), Section 2.4 (Subsidiaries), Section 2.6 (Tax Matters), Section 2.18 (Brokers’ Fees), Section 3.1 (Authority), Section 3.2 (Authorization of Transaction), Section 3.4 (Broker’s Fees) and Section 3.7 (Solvency) (the “Fundamental Representations”) shall survive until sixty (60) days following the expiration of the applicable statute of limitations period;

(ii)
other than the indemnification obligations set forth in Sections 4.1(c), (d) and (e) and 4.2(c) and (d), none of the covenants or other agreements contained in this Agreement shall survive the Closing (and each such covenant or other agreement shall expire at the Closing) other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing until the expiration of the term of the undertaking set forth in such covenant or agreement, at which time it will expire;
(iii)
subject to Section 4.4(b), no Party shall have any obligation or liability of any nature with respect to any representation, warranty, agreement or covenant after the expiration or termination thereof; and
(iv)
it is the express intent of the Parties that (A) if the applicable survival period as contemplated by this Agreement for an item is shorter than the statute of limitations that would otherwise have been applicable to such item then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated herein, and (B) the 20-year statute of limitations contemplated by 10 Del.

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C. §8106(c) shall not apply to this Agreement.
(b)
If an indemnification claim is properly asserted in writing pursuant to Section 4.3 prior to the expiration as provided in Section 4.4(a) of the representation, warranty, covenant or agreement that is the basis for such claim, then such claim shall survive such expiration until, but only for the purpose of, the resolution of such claim.
4.5
Limitations.
(a)
Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply:
(i)
The amount of Damages that may be recovered from Parent under Section 4.1(a) (other than with respect to Damages resulting from any breach of the Fundamental Representations made by Parent) shall not exceed $500,000 (the “Cap)”; and
(ii)
Buyers shall not be permitted to recover any Damages under Section 4.1(a) (other than with respect to Damages resulting from any breach of the Fundamental Representations) until such Damages exceed $25,000, at which point Buyers shall be permitted to recover all such Damages from the first dollar.

The limitations of this Section 4.5(a) shall not apply (i) to any claim described in Section 4.1(b), Section 4.1(c), Section 4.1(d) or Section 4.1(e) or (ii) in the case of Fraud (as defined below); provided, however, that, except in the case of Fraud or any claim described in Sections 4.1(c), 4.1(d) or 4.1(e) or Sections 4.2(c) or 4.2(d) (which shall be uncapped), the aggregate liability of Parent for all Damages under this Article IV shall not exceed $500,000. For purposes of this Agreement, “Fraud” means knowing and intentional common law fraud under the laws of the State of Delaware with respect to the giving of any representation or warranty in Article II or Article III hereof, as applicable.

(b)
Subject to Section 7.12 and except in the case of Fraud and claims made pursuant to Article V, from and after the Closing, the rights of the Indemnified Parties under this Article IV, shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any breach of representation or warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Other than the rights of the Indemnified Parties under this Article IV (which shall not be deemed limited by this sentence), Buyers hereby waive and release (on behalf of the Acquired Companies) any claim that the Acquired Companies may have against Parent or any of its Affiliates arising at any time at or prior to the Closing. Subject to Section 7.12, from and after the Closing, the rights of the Parties under Article V shall be the sole and exclusive remedy of the Parties with respect to the subject matter of Article V. Without limiting the generality of the foregoing, in no event shall Buyers, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement.

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(c)
In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article IV that (i) reflect multiples of lost earnings, revenue, cash flows, or other similar financial measures or (ii) are special or punitive, except to the extent such Damages are actually awarded to a third party in connection with an indemnification claim under this Article IV. Buyers shall (and shall cause either of the Acquired Companies to) use commercially reasonable efforts to take actions to mitigate Damages for which indemnification is provided to Buyers by Parent under Article IV, to the extent required by applicable law.
(d)
The amount of any Damages for which indemnification is provided under this Article IV shall be reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies actually received by the Indemnified Party or any of its Affiliates or other related recoveries from third parties or for which the Indemnified Party or any of its Affiliates is eligible on account of the matter resulting in such Damages or the payment of such Damages (net of any deductible, co-pay, or actual out-of-pocket expenses incurred in collecting such amounts, retroactive premiums and/or any increase in premium resulting from such recoveries). An Indemnified Party shall use commercially reasonable efforts to pursue, and to cause its Affiliates to pursue, all insurance or other third-party claims to which it may be entitled in connection with any Damages indemnifiable pursuant to this Article IV it incurs, and the Parties shall cooperate with each other in pursuing insurance or other third-party claims with respect to any Damages or any indemnification obligations with respect to Damages; provided, that Buyers shall have no obligation to seek recovery under any such insurance or other third- party claims prior to seeking indemnification under this Agreement. If an Indemnified Party (or an Affiliate) receives any insurance or other third-party payment in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 10 Business Days (any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in Boston, Massachusetts are permitted or required by law, executive order or governmental decree to remain closed) of receiving such insurance or other third-party payment, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under this Article IV with respect to such claim plus the amount of the insurance or other third-party payments received (net of any deductible, co-pay, or actual out-of-pocket expenses incurred in collecting such amounts, retroactive premiums and/or any increase in premium resulting from such recoveries), over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article IV.
(e)
Notwithstanding anything to the contrary herein, for the purposes of determining whether a representation or warranty was breached for purposes of this Article IV and for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification under this Article IV, each representation and warranty in Article II and Article III will be deemed made without regard to, and will be read without giving effect to, any “materiality” (including the word “material”), “Business Material Adverse Effect” or similar qualifiers contained in or otherwise applicable to any such representation or warranty.
4.6
Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the consideration paid pursuant to Section 1.2(b)(vi) for Tax purposes to the extent permitted by law.

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ARTICLE V TAX MATTERS
5.1
Preparation and Filing of Tax Returns; Payment of Taxes.
(a)
Parent shall be responsible for the preparation of all Tax Returns of the Acquired Companies for all taxable periods that end on or before the Closing Date. Parent shall file or cause to be filed all such Tax Returns of the Acquired Companies that are required to be filed on or before the Closing Date and shall make all payments required with respect to any such Tax Returns. Buyers shall file or cause to be filed all such Tax Returns of the Acquired Companies that are required to be filed after the Closing Date. Buyers shall promptly reimburse Parent for the amount of any Taxes paid by Parent with respect to any such Tax Returns to the extent such Taxes are attributable (as determined under Section 5.2 hereof) to periods following the Closing Date.

 

(b)
Buyers shall be responsible for the preparation and filing of all other Tax Returns for the Acquired Companies. Buyers shall make all payments required with respect to any such Tax Returns. Parent shall promptly reimburse Buyers for the amount of any such Taxes paid by Buyers to the extent such Taxes are attributable (as determined under Section 5.2 hereof) to periods ending on the Closing Date.

 

(c)
Except as otherwise agreed between the parties, any Tax Return of the Acquired Companies to be prepared and filed for taxable periods beginning on or before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the prior Tax Return of such type, and Buyers shall consult with Parent concerning each such Tax Return. Buyers shall provide Parent with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by Parent) for Parent’s review and approval at least 20 Business Days prior to the filing of such Tax Return.

 

(d)
Parent and Buyers shall each be responsible for the payment of 50% of any transfer, sales, use, stamp, conveyance, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) (“Transfer Taxes”) arising in connection with the consummation of the transactions contemplated by this Agreement. The Party required by law to file all necessary Tax Returns with respect to any Transfer Taxes shall timely prepare, with the other Party’s cooperation, and file such Tax Returns. Parent and Buyers agree to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) such Transfer Taxes.
5.2
Allocation of Certain Taxes. Any Taxes for a taxable period of the Companies beginning on or before the Closing Date and ending after the Closing Date shall be allocated between the portion of such period ending on the Closing Date and the portion of such period following the Closing Date in the manner set forth in this Section 5.2. The portion of any such Taxes that shall be treated as attributable to the period ending on the Closing Date shall be determined (i) in the case of Taxes imposed on a periodic basis (including property Taxes), by allocating such taxes on a pro rata daily basis, based on the number of calendar days during the portion of such period ending on and including the Closing Date and the number of calendar days in the portion of such period beginning on the day following the Closing Date, and (ii) in the case of any other Taxes, including those that are based upon or related to income or receipts or that are imposed in connection with any sale or other transfer or assignment of property (other than Transfer Taxes described in Section 5.1(d)), as if the taxable year ended at the end of the Closing Date.

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5.3
Refunds and Carrybacks. Parent shall be entitled to any refunds (including any interest paid thereon) of Taxes of the Companies attributable to taxable periods (or portions thereof) ending on or before the Closing Date (whether received in cash or credited against other Taxes). Buyer shall promptly forward to Parent the amount of any such refund or credit (including any interest received thereon) within five (5) Business Days of the receipt or credit thereof.
5.4
Cooperation on Tax Matters; Tax Audits.
(a)
Buyers and Parent and their respective Affiliates shall cooperate as reasonably requested in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings for any Tax periods for which any such Party could reasonably require the assistance of another such Party in obtaining any necessary information. Buyers and Parent and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any information provided hereunder.
(b)
Parent shall have the exclusive right, at its own expense, to control any audit or examination by any Governmental Entity with respect to Taxes (“Tax Audit”); initiate any claim for refund; contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period (or portion thereof) ending on or before the Closing Date with respect to the Acquired Companies. Buyers shall have the right, at their own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Acquired Companies; provided that, with respect to any item the adjustment of which may cause a Tax liability to Parent, including those that may cause Parent to become obligated to make any payment pursuant to the terms of this Agreement, Buyers shall consult with Parent with respect to the resolution of such issue and shall not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of Parent.
5.5
Post Closing Actions. Buyers shall not, and shall not cause or permit any of its Affiliates (including the Acquired Companies after the Closing) to, file, amend, re-file or otherwise modify any Tax Return, adopt, make, change or rescind any Tax election or method of accounting for Tax purposes, initiate any voluntary disclosure or similar process or procedure, or agree to the waiver or any extension of the statute of limitations, in each case, with respect to the Acquired Companies for any taxable period (or portion thereof) ending on or before the Closing Date, without the prior written consent of Parent.
5.6
Remediation. Parent agrees that, with the Buyers consent, after the Closing Date, it shall take all reasonably necessary and appropriate remedial actions as determined by Parent, acting reasonably, with the appropriate Governmental Authorities to correct the U.S. federal income tax classifications of the Acquired Companies for taxable periods beginning after August 13, 2021 and ending on or before the Closing Date (the “Remedial Actions”), and Buyers will, and will cause the Acquired Companies to, reasonably cooperate in the undertaking of such Remedial Actions, at no cost to Buyers or the Acquired Companies.

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Parent agrees that Buyer is to have no liability for any Tax (including applicable penalties, interest, and third-party advisor’s fees) resulting from such Remedial Actions, and agrees to fully indemnify and hold harmless the Buyers (and, after the Closing Date, the Acquired Companies) against any such Taxes, together with all penalties, interest, fees (including reasonable attorney’s fees) and other similar charges relating thereto.
ARTICLE VI FURTHER AGREEMENTS
6.1
Access to Information; Record Retention; Cooperation.
(a)
Access to Information. Subject to compliance with contractual obligations and applicable laws and regulations, following the Closing, each Party shall afford to each other Party and each other Party’s respective Affiliates, authorized accountants, counsel and other designated representatives reasonable access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours in a manner so as to not unreasonably interfere with the conduct of business to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control of such Party or such Party’s Affiliates, relating to the Business prior to the Closing, insofar as such access is reasonably required by any other Party or such Party’s Affiliates. Information may be requested under this Section 6.1(a) for, without limitation, financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities law or exchange filings, prosecuting, defending or settling any litigation or insurance claim, performing this Agreement and the transactions contemplated hereby, and all other proper business purposes, but “Information” shall exclude personnel files and competitively sensitive information.
(b)
Access to Personnel. Subject to compliance with contractual obligations and applicable laws and regulations, following the Closing, each Party shall use commercially reasonable efforts to make available (during normal business hours and in a manner so as not to unreasonably interfere with the conduct of business) to the other Party, upon written request,

such Party’s and its Affiliates’ officers, directors, employees and agents to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings in which the requesting Party may from time to time be involved relating to the Business prior to the Closing or for any other matter referred to in Section 6.1(a).

(c)
Reimbursement. A Party providing Information or personnel to another Party under Sections 6.1(a) or (b) shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be incurred in providing access to such Information or personnel; provided, however, that no such reimbursements shall be required for the salary or employee benefits pertaining to employees or directors of the providing Party or its Affiliates.

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(d)
Production and Retention of Records.
(i)
To assist with the operation of the Acquired Companies following Closing, Parent shall produce to Buyers the systems and records listed on Schedule 6.1(d)(i) in accordance with the process set forth on Schedule 6.1(d)(i). Except as otherwise expressly provided in this Section 6.1(d)(i) and Schedule 6.1(d)(i), Parent shall have no obligation to transfer, preserve, keep, maintain, delete, or take any other action with respect to any Information pertaining to the Business, including to defend against any future legal claim or regulatory inquiry or comply with contractual obligations under the Designated Contracts or otherwise, whether or not such claims or inquiries to the period prior to the Closing or thereafter.
(ii)
Buyers assume all regulatory and/or contractual obligations under the Designated Contracts or otherwise to preserve Information, Software and data pertaining to the Business and shall (and shall cause its Affiliates to) preserve all Information pertaining to the Business that is transferred by Parent to Buyers as necessary to comply with any applicable law or contract and to defend against any future legal claim or regulatory inquiry pertaining to the Business, whether relating to the period prior to the Closing or thereafter.
(iii)
Without limiting Parent’s obligations under Section 6.1(d)(i), any and all Damages (including Damages resulting from the inability to defend a claim) arising out of, or relating to, Buyer’s failure to preserve the Information pertaining to the Business transferred to it in accordance with Schedule 6.1(d)(i) shall constitute Assumed Liabilities for all purposes under this Agreement.
(iv)
Without limiting Buyers’ obligations under Section 6.1(d)(ii), Parent may elect to respond to or defend against any future legal claim or regulatory inquiry or facilitate the compliance with contractual obligations under the Designated Contracts or otherwise, for all periods prior to the Closing, in which case Buyers shall, and shall cause the Acquired Companies to, reasonably cooperate in such response or defense, at the sole cost and expense of Parent, including by providing (or causing to be provided) reasonable access to the Information pertaining to the Business for periods prior to the Closing notwithstanding that such matter(s) would otherwise constitute an Assumed Liability, provided that in such event, any resolution of such response or defense entered into by Parent without the Buyers’ prior written approval that involves a payment to a third party or Governmental Entity shall not be considered “Damages” for purposes of this Agreement.
(e)
Confidentiality. Each of Buyers and Parent (each, as the case may be, a “Receiving Party”) shall hold, and shall use commercially reasonable efforts to cause its Affiliates, consultants and advisors to hold, in strict confidence all Information concerning the other Party furnished to it by the other Party (the “Disclosing Party”) or the Disclosing Party’s Affiliates or representatives at any time prior to Closing or pursuant to this Section 6.1 (in each case, except to the extent that such Information (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party (or its Affiliates, consultants or advisors) in violation of the terms of this Section 6.1(e), (ii) was within the possession of the Receiving Party prior to it being furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such information was not known by the Receiving Party at the time of receipt to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information, (iii) is or becomes available to the Receiving Party from a source other than the Disclosing Party (or its Affiliates or representatives), provided that such source is not, to the Receiving Party’s knowledge at the time of receipt, bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information, or

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(iv) was or is independently developed by the Receiving Party without utilizing any Information or violating any of the Receiving Party’s obligations under this Agreement), and the Receiving Party shall not release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors, unless compelled to disclose such Information by judicial or administrative process or by other requirements of law or so as not to violate the rules of any stock exchange; provided, however, that in the case of disclosure compelled by judicial or administrative process, the Receiving Party shall (to the extent permitted by applicable law) notify the Disclosing Party promptly of the request or requirement so that the Disclosing Party may seek, at its own expense, an appropriate protective order or waive compliance with the provisions of this Section 6.1(e). If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is compelled to disclose any Information by judicial or administration process, such Receiving Party may so disclose the Information; provided, however, that at the written request of the Disclosing Party, the Receiving Party shall use commercially reasonable efforts to obtain, at the expense of the Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Information required to be disclosed.

 

6.2
Disclosure Generally. Any information furnished in a particular section of the Disclosure Schedule shall be deemed to modify (or, as applicable, to constitute a disclosure for purposes of) (a) Parent’s representations and warranties that are contained in the corresponding section of Article II of this Agreement and (b) any other representations and warranties of Parent that are contained in Article II of this Agreement if the relevance of such information to such representations and warranties is reasonably apparent on its face. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business, has resulted in or would result in a Business Material Adverse Effect, or is outside the Ordinary Course of Business. For purposes of this Agreement, the terms “to Parent’s knowledge”, “known by Parent” or other words of similar meaning shall mean the actual knowledge on the date hereof of the persons listed on Schedule 6.3(a) to this Agreement, after reasonable inquiry with respect to such matter of the person with primary responsibility for such matter, and shall not refer to the knowledge of any other person or entity. For purposes of this Agreement, the terms “to Buyers’ knowledge,” “known by Buyers” or other words of similar meaning shall mean the actual knowledge on the date hereof of the persons listed on Schedule 6.3(b) to this Agreement, after reasonable inquiry with respect to such matter of the person with primary responsibility for such matter, and shall not refer to the knowledge of any other person or entity.

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6.3
Resignations. Effective upon the Closing, Parent shall cause all of its own employees, directors and attorneys to resign from the board of directors of the Acquired Companies and from all positions as executive officers of the Acquired Companies (which, for the avoidance of doubt, shall not constitute a resignation of employment).

 

6.4
Grant-Back License. The Parties shall work in good faith to negotiate and enter into a worldwide, permanent, non-revocable software license agreement covering the source code for the Audacious customer relationship and telephony management system referenced in Schedule 2.9.in favor of and at no charge to Parent and its subsidiaries in a form to be reasonably agreed by the Parties.
6.5
Tax Documents. Promptly following Closing, Parent shall deliver a properly completed and duly executed IRS Form W-9 from Parent and a certificate confirming that Parent is not a “foreign person” within the meaning of Section 1445 of the Code.
6.6
Non-Solicitation. Parent covenants and agrees not to selectively target the customers that constitute the book of business of the Acquired Companies or under the Designated Contracts for a period of five years following the Closing Date. Parent will treat such customers as it treats similarly situated consumers in its systems or marketplace business
ARTICLE VII MISCELLANEOUS

 

7.1
Press Releases and Announcements. Neither Party shall issue (and each Party shall cause its Affiliates not to issue) any press release or public disclosure relating to the subject matter of this Agreement (including the Settlement and Release Agreement) without the prior written approval of the other Party; provided, however, that (a) either Party may make any public disclosure it believes in good faith is required by law, regulation or stock exchange rule (in which case the disclosing Party shall, if permitted by applicable law, advise the other Party and the other Party shall, if practicable, have the right to review such public disclosure prior to its publication) and (b) no such prior approval shall be required in connection with any press release or public disclosure by a Party or any subsidiary of a Party if the contents of such press release or public disclosure that relate to the transactions contemplated by this Agreement are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement.

 

7.2
No Third Party Beneficiaries. Except as provided by applicable law or otherwise expressly provided herein, this Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns and, to the extent specified herein, their respective Affiliates.

 

7.3
Action to be Taken by Affiliates. The Parties shall cause their respective Affiliates to comply with all of the obligations specified in this Agreement to be performed by such Affiliates. Prior to the Closing, the Acquired Companies will be deemed, for purposes of this Agreement, to be both an Affiliate and a subsidiary of Parent and not of Buyers. From and after the Closing, the Acquired Companies will be deemed, for purposes of this Agreement, to be both an Affiliate of Buyers and not of Parent.

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7.4
Entire Agreement. This Agreement (including the Schedules and Exhibits hereto; the Confidentiality Agreement, dated as of January 30, 2025, by and between Parent and Buyers; and the documents and instruments referred to herein) constitutes the entire agreement between the Parties and supersedes any prior statements, understandings, agreements or representations by or between the Parties, whether written or oral, with respect to the subject matter hereof, and the Parties specifically disclaim reliance on any such prior statements, understandings, agreements or representations to the extent not expressly embodied in this Agreement.
7.5
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Neither Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party, provided, however, that either Party may, in its sole discretion, assign and delegate any of its rights, interests and obligations under this Agreement, in whole or in part, to any of its Affiliates, and Buyers may, in its sole discretion, assign and delegate any of its rights, interests and obligations under this Agreement, in whole or in part, (a) to any of its lenders as collateral security or (b) in connection with a merger or consolidation involving Buyers, or in connection with a sale of substantially all of the equity or assets of Buyers or other disposition of substantially all of the AcquiredCompanies’ business, but no such assignment or delegation will relieve such Party of its obligations under this Agreement if such assignee does not perform such obligations.
7.6
Counterparts and Signature. This Agreement may be executed in two counterparts (including by an electronic scan or other electronic signature (including DocuSign) delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that each Party need not sign the same counterpart. This Agreement may be executed and delivered by facsimile or by an electronic scan delivered by electronic mail.

 

7.7
Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

 

7.8
Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered (a) one (1) Business Day after it is sent by a reputable courier service guaranteeing delivery within one (1) Business Day, or (b) when delivered by email, which email must state that it is being delivered pursuant to this Section 7.8 and which notice will not be effective unless either (1) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 7.8 or (2) the receiving party delivers a written confirmation of receipt for such notice either by email (excluding “out of office” or similar automated replies) or any other method described in this Section 7.8 or (c) on the date of delivery if delivered personally, in each case to the intended recipient as set forth below:

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If to Buyers: Copy (which shall not constitute notice) to:Timothy Presto Barnes & Thornburg LLP

New York, NY 10017-2509 390 Madison Avenue, 12th Floor

2514 Yellow Creek Road New York, NY 10017-2509

Akron, Ohio 44333 Attention: Joseph A. Matteo

Email: tpresto07@gmail.com Email: jmatteo@btlaw.com

Edward Hames

7115 Bella Cloud

San Antonio, Texas 78256

Email: edward.hames@gmail.com

 

 

If to Parent: Copy (which shall not constitute notice) to:

EverQuote, Inc. Bryan Cave Leighton Paisner LLP

141 Portland St. One Metropolitan Square

Cambridge, MA 02139 211 N. Broadway, Suite 3600

Attention: Julia Brncic St. Louis, MO 63102

Email: julia.brncic@everquote.com Attention : Robert J. Endicott

Email : rob.endicott@bclplaw.com

 

Either Party may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail, or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

7.9
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

 

7.10
Amendments and Waivers. The Parties may mutually amend or waive any provision of this Agreement at any time. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties. No waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Party against whom the waiver is to be effective. No waiver by either Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No course of dealing between or among any persons having any interest in this Agreement shall be deemed effective to modify, amend or waive any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement. No failure or delay on the part of either Party in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

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7.11
Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the body making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
7.12
Specific Performance. The Parties agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the Parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy at law or in equity. The Parties further agree not to assert that a remedy of injunctive relief, specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the Parties hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (b) any requirement under any applicable law to post a bond or other security as a prerequisite to obtaining equitable relief.
7.13
Submission to Jurisdiction. Each Party (a) submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware or, if that court does not have jurisdiction, a federal court sitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in any such court, and (c) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of the other Party with respect thereto. Either Party may make service on the other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 7.8. Nothing in this Section 7.13, however, shall affect the right of either Party to serve legal process in any other manner permitted by law.
7.14
Bulk Transfer Laws. The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
7.15
Construction; Certain Definitions.

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Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (i) “either” and “or” are not exclusive and “include,” “includes” and “including” are not limiting; (ii) “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “date of this Agreement” or “date hereof” refers to the date set forth in the initial caption of this Agreement; (iv) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (v) the table of contents included herein is included for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any provision hereof; (vi) definitions contained in this Agreement are applicable to the singular as well as the plural, and to the masculine as well as to the feminine and neuter, forms of such terms; (vii) references to a contract, agreement or other instrument, including this Agreement, mean such contract, agreement or other instrument as amended or otherwise supplemented or modified from time to time; (viii) references to a person or entity are also to its permitted successors and assigns; (ix) unless stated otherwise herein, references to an “Article,” “Section,” “Exhibit” or “Schedule” refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement; (x) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States of America; (xi) references to a federal, state, local or foreign statute or law include any amendment thereof, any successor thereto and any rules, regulations and delegated legislation issued thereunder; (xii) “shall” and “will” mean “must”, and shall and will have equal force and effect and express an obligation; (xiii) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing in visible form; and (xiv) references to accounting terms used and not otherwise defined herein have the meaning assigned to them under United States generally accepted accounting principles in effect from time to time. The language used in this Agreement shall be deemed to be the language chosen (with the benefit of representation by legal counsel) by the Parties to express their mutual intent, and no rule of strict construction shall be applied against either Party. All terms defined in this Agreement shall have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined herein. No summary of this Agreement prepared by either Party shall affect the meaning or interpretation of this Agreement. If any date on which a Party is required to make a payment or a delivery pursuant to the terms hereof is not a Business Day, then such Party shall make such payment or delivery on the next succeeding Business Day. Each day shall be deemed to end at 11:59 p.m., New York time, on the applicable day. Time shall be of the essence in this Agreement.
7.16
Waiver of Jury Trial. To the extent permitted by applicable law, each Party hereby irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby or the actions of either Party in the negotiation, administration, performance and enforcement of this Agreement and agrees that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the Parties irrevocably to waive its right to trial by jury in any litigation.
7.17
Incorporation of Exhibits and Schedules. The Exhibits, Schedules and Disclosure Schedule identified in this Agreement are incorporated herein by reference and made a part hereof.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

PARENT:

EVERQUOTE, INC.

By: /s/ Joseph Sanborn

Print Name: Joseph Sanborn

Print Title: Chief Financial Officer This Loan and Security Modification Agreement is entered into as of May 1, 2025, by and among Western Alliance Bank, an Arizona corporation (“Bank”), and EVERQUOTE, INC., a Delaware corporation (“Borrower”).

 

 

BUYERS:

 

/s/ Tim Presto

Tim Presto

/s/ Edward Hames

Edward Hames

 


EX-10.2 3 ever-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

LOAN AND SECURITY MODIFICATION AGREEMENT

1.
DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, an Amended and Restated Loan and Security Agreement, dated August 7, 2020, by and between Borrower and Bank, as may be amended from time to time (the “Loan and Security Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Loan and Security Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the “Indebtedness” and the Loan and Security Agreement and any and all other documents executed by Borrower in favor of Bank shall be referred to as the “Existing Documents.”

2.
CONSENT. Notwithstanding any provisions of the Loan and Security Agreement, including but not limited to Sections 7.1 and 7.8 thereof, to the contrary, Bank hereby consents to Borrower selling all of the outstanding interests of Parachute Insurance Services Corp., a Texas corporation, and One-Eighty Software, Inc., a Delaware corporation, pursuant to the terms of that certain Purchase and Sale Agreement dated as of May 1, 2025, by and between Borrower and Timothy Presto, Edward Hames, and Ryan McClintock (collectively, the “Buyer”).
3.
MODIFICATIONS TO LOAN AND SECURITY AGREEMENT.
A.
Section 6.8(a) (Accounts) of the Loan and Security Agreement is amended and restated in its entirety to read as follows:
(a)
Borrower shall (i) maintain and shall cause each of its Subsidiaries to maintain its primary domestic depository, operating, and investment accounts with Bank (including accounts maintained with Bank that are also subject to Bank’s ICS®, the IntraFi Cash ServiceSM of IntraFi Network LLC, service) and (ii) endeavor to utilize and shall cause each of its Subsidiaries to endeavor to utilize Bank’s International Banking Division for any international banking services required by Borrower, including, but not limited to, foreign currency wires, hedges, swaps, foreign exchange contracts, and letters of credit. For each account that Borrower maintains outside of Bank, Borrower shall cause the applicable bank or financial institution at or with which any such account is maintained to execute and deliver an account control agreement or other appropriate instrument in form and substance reasonably satisfactory to Bank. Notwithstanding, and in addition to, the foregoing, (i) at all times that any Advances are outstanding hereunder, Borrower shall maintain and shall cause each of its Subsidiaries to maintain 100% of its, and their, cash and cash equivalents in Borrower’s and its Subsidiaries’ accounts with Bank, and (ii) at all times that no Advances are outstanding hereunder, Borrower shall maintain and shall cause each of its Subsidiaries to maintain not less than 80% of its, and their, cash and cash equivalents in Borrower’s and its Subsidiaries’ accounts with Bank; provided, that, the foregoing limitations in clauses (i) and (ii) shall not apply to any cash or cash equivalents of Borrower’s Irish Subsidiary maintained in any account at or with any foreign bank or foreign financial institution other than Bank, for the purpose of paying foreign payroll obligations, and solely to the extent that all such other accounts (x) only maintain funds therein for a period not to exceed ten (10) days in any month, and (y) have less than $1,000,000 in the aggregate maintained therein at any time; provided, further, that, at all times that any Advances are outstanding hereunder and notwithstanding the foregoing clause (i) limitation, Borrower may also maintain its existing deposit accounts with JPMorgan Chase Bank, N.A., so long as (1) the aggregate balance of the deposit accounts does not exceed Twenty-Five Thousand Dollars ($25,000.00), and (2) JPMorgan Chase Bank, N.A. has executed and delivered a Control Agreement with respect to such domestic deposit account to perfect Bank’s Lien in such account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank.

 


 

4.
RELEASE OF PARACHUTE INSURANCE. All Liens of any kind, nature or description, whenever and however arising, in favor of Bank under each of the Existing Documents with respect to the equity interests of Parachute Insurance owned by Borrower (the “Equity Interests”) are hereby released and terminated and of no further force and effect and such releases are automatic and do not require any further action by any person or entity. If requested by Borrower or Buyer, Bank shall file a UCC-3 partial release financing statement relating to the Equity Interests. Bank agrees to promptly execute and deliver, at Borrower’s expense, any other further documents reasonably requested by Borrower or Buyer to further confirm and evidence the release above.
5.
CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.
6.
NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, they have no defenses against the obligations to pay any amounts under the Indebtedness. Borrower (“Releasing Party”) acknowledges that Bank would not enter into this Loan and Security Modification Agreement without Releasing Party’s assurance that it has no claims against Bank or any of Bank’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Loan and Security Modification Agreement, the Loan and Security Agreement and the other Existing Documents, each Releasing Party releases Bank, and each of Bank’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Bank of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Loan and Security Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Loan and Security Modification Agreement and the other Existing Documents, and/or Bank’s actions to exercise any remedy available under the Existing Documents or otherwise.

7.
CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Borrower represents and warrants that the representations and warranties contained in the Loan and Security Agreement are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of the date of this Loan and Security Modification Agreement (except for representations and warranties expressly referring to a specific date shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such date), and that no Event of Default has occurred and is continuing. Except as expressly modified pursuant to this Loan and Security Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this Loan and Security Modification Agreement in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Loan and Security Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing.

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No maker, endorser, or guarantor will be released by virtue of this Loan and Security Modification Agreement. The terms of this paragraph apply not only to this Loan and Security Modification Agreement, but also to any subsequent loan and security modification agreements.
8.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; REFERENCE PROVISION. This Loan and Security Modification Agreement constitutes a “Loan Document” as defined and set forth in the Loan and Security Agreement, and is subject to Sections 11 and 12 of the Loan and Security Agreement, which are incorporated by reference herein.
9.
CONDITIONS PRECEDENT. As a condition to the effectiveness of this Loan and Security Modification Agreement, Bank shall have received, in form and substance satisfactory to Bank, the following:
(a)
payment of all Bank Expenses incurred through the date hereof; and

 

(b)
such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
10.
REFERENCE TO AND EFFECT ON THE LOAN AND SECURITY AGREEMENT. Upon the effectiveness of this Loan and Security Modification Agreement, each reference in the Loan and Security Agreement and in other documents describing or referencing the Loan and Security Agreement to the “Agreement,” “Loan and Security Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Loan and Security Agreement shall mean and be a reference to the Loan and Security Agreement, as amended hereby.
11.
NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

[Signature Page to Follow]

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12.
COUNTERSIGNATURE. This Loan and Security Modification Agreement shall become effective only when executed by Bank and Borrower.

 

BORROWER:

EVERQUOTE, INC., a Delaware corporation

 

By: /s/ Joseph Sanborn

Name: Joseph Sanborn

Title: CFO

 

BANK:

WESTERN ALLIANCE BANK, an Arizona corporation

By: /s/ Darren Gastrock

Name: Darren Gastrock

Title: Director

 

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EX-31.1 4 ever-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jayme Mendal, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EverQuote, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2025

/s/ Jayme Mendal

Jayme Mendal

Chief Executive Officer and President

(Principal Executive Officer)

 


EX-31.2 5 ever-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Sanborn, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EverQuote, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2025

/s/ Joseph Sanborn

Joseph Sanborn

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 


EX-32.1 6 ever-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jayme Mendal, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of EverQuote, Inc. for the fiscal quarter ended March 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of EverQuote, Inc.

/s/ Jayme Mendal

Jayme Mendal

Chief Executive Officer and President

(Principal Executive Officer)

May 7, 2025

 


EX-32.2 7 ever-ex32_2.htm EX-32.2 EX-32.2

 

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Sanborn, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of EverQuote, Inc. for the fiscal quarter ended March 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of EverQuote, Inc.

/s/ Joseph Sanborn

Joseph Sanborn

Chief Financial Officer and Treasurer

(Principal Financial Officer)

May 7, 2025