Exhibit 2.1

ASSET PURCHASE AGREEMENT

between

INSURE.COM, INC.

and

QUINSTREET, INC.

Dated as of

October 9, 2009

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

TABLE OF CONTENTS

(continued)

-iii-

iv

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of October 9, 2009, is entered into by and between Insure.com, Inc., a Delaware corporation, (the “ Seller ”), and QuinStreet, Inc., a California corporation (“ Purchaser ” and, together with Seller, each a “ Party ” and, collectively, the “ Parties ”).

WHEREAS, among other websites, Seller is the owner and operator of those certain websites (including the content thereon and all associated software code) and those certain domain names associated with such websites identified in Section 2.1(a) of the Disclosure Schedule (collectively, the “ Websites ”);

WHEREAS, apart from other primary business activities, including, without limitation, selling certain insurance products, Seller generates customer leads and referral click traffic and publishes insurance information for consumers through the Websites (the “ Transferred Business ”); and

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Websites and certain other assets specified herein (collectively, the “ Transferred Assets ”), in consideration for the payments from Purchaser and Purchaser’s assumption of certain liabilities of Seller, each as specified herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, Seller and Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms . For purposes of this Agreement:

“ Agreement ” shall have the meaning set forth in the Preamble to this Agreement.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“ Allocation Schedule ” shall have the meaning as set forth in Section 7.5 of this Agreement.

“ Ancillary Agreements ” means the Transition Services Agreement, the Bill of Sale, the Copyright Assignment Agreement, Transferred Marks Assignment Agreement, the Domain Name Transfer Agreement, and the Assumption Agreement.

“ Anniversary Payment ” shall have the meaning set forth in Section 3.2(a)(ii) of this Agreement.

“ Assets ” of any Person means all of such Person’s right, title and interest in and to all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including Contracts and Intellectual Property.

“ Assumed Contracts ” shall have the meaning set forth in Section 2.1(b) of this Agreement.

“ Assumed Liabilities ” shall have the meaning set forth in Section 2.3 of this Agreement.

“ Bill of Sale ” shall have the meaning set forth in Section 3.3(b) of this Agreement.

“ Breach ” of a representation, warranty, covenant, obligation or other provision means there is or has been any inaccuracy in or breach of, or any failure to comply with or perform, such representation, warranty, covenant, obligation or other provision.

“ Business Day ” means any day that is not a Saturday, a Sunday or a scheduled holiday of the Federal Reserve Bank of New York.

“ Closing ” shall have the meaning set forth in Section 3.1 of this Agreement.

“ Closing Date ” means the date of the Closing.

“ Closing Payment ” shall have the meaning set forth in Section 3.2(a)(i) of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended through the date hereof.

“ Confidentiality Agreement ” shall have the meaning set forth in Section 6.2 of this Agreement.

“ Contract ” means any legally binding agreement, written commitment, arrangement, lease, license, understanding or contract.

“ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract, credit arrangement or otherwise.

“ Copyright Assignment Agreement ” shall have the meaning set forth in Section 3.3(c) of this Agreement.

“ Copyrights ” means all works of authorship, and all copyrights therein.

“ Databases ” means all proprietary databases and other data sets and compilations, whether written, electronic or in another form, and all documentation relating to the foregoing, including manuals, memoranda and records.

“ Delaware Law ” means the General Corporation Law of the State of Delaware.

“ Disclosure Schedule ” means the Disclosure Schedule attached hereto as E XHIBIT A , dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

“ Domain Name Transfer Agreement ” shall have the meaning set forth in Section 3.3(e) of this Agreement.

“ Encumbrance ” means any security interest, pledge, hypothecation, mortgage, lien, lease, license, option, exception, reservation, limitation, impairment, imperfection of title, condition or known restriction of any nature or similar encumbrance.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” shall have the meaning set forth in Section 2.2 of this Agreement.

2

“ Excluded Liabilities ” shall have the meaning set forth in Section 2.4 of this Agreement.

“ Excluded Websites ” shall have the meaning set forth in Section 2.2(a) of this Agreement.

“ GAAP ” means United States generally accepted accounting principles and practices in effect from time to time as consistently applied.

“ Governmental Authority ” means any federal, national, supranational, state, provincial, local, foreign or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body with applicable jurisdiction.

“ Governmental Authorization ” shall mean any: (a) permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization that is, has been or may in the future be issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement; or (b) right under any Seller Contract with any Governmental Authority.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Indemnification Claim Dispute ” shall have the meaning set forth in Section 8.5(c) of this Agreement.

“ Indemnification Claim Notice ” shall have the meaning set forth in Section 8.5(a) of this Agreement.

“ Indemnified Party ” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“ Indemnifying Party ” means Seller pursuant to Section 8.2 and Purchaser pursuant to Section 8.3, as the case may be.

“ Intellectual Property ” shall mean and include all algorithms, application programming interfaces, databases and data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, lists, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form including source code and executable or object code), subroutines, test results, user interfaces, techniques, URLs, web sites, works of authorship and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries).

“ Intellectual Property Rights ” means any and all intellectual property rights and other similar proprietary rights in any jurisdiction, whether registered or unregistered, whether owned or held for use under license, including all rights and interests pertaining to or deriving from: (a) Patents, inventions, invention disclosures, discoveries and improvements, whether or not patentable; (b) Software; (c) Copyrights; (d) Trade Secrets; (e) Trademarks; (f) Databases; (g) Internet Properties; (h) publicity rights; and (i) moral rights; including in each case of (a) through (i) any registrations of, applications to register, and renewals and extensions, continuations, continuations-in-part, counterparts, divisions, or reissues of, and applications for, any of the foregoing with or by any governmental authority in any jurisdiction.

3

“ Internet Properties ” means all rights to Uniform Resource Locators and domain names.

“ IRS ” means the United States Internal Revenue Service.

“ Knowledge of Seller ” or similar terms used in this Agreement means any fact, matter or circumstance of which any individual identified on Section 1.1 of the Disclosure Schedule had actual knowledge after due inquiry.

“ Legal Requirement ” shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, ruling, directive, pronouncement, requirement, specification, determination, decision, opinion or interpretation as of the date hereof.

“ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Legal Requirement, Proceeding or Governmental Order and those arising under any Contract, arrangement, commitment or undertaking.

“ Loss ” shall have the meaning set forth in Section 8.2 of this Agreement.

“ Material Adverse Effect ” shall mean any act, occurrence, fact, event, omission or circumstance (other than the effect of (i) the Agreement and transaction contemplated herein; (ii) general economic or political conditions; (iii) conditions or events affecting the internet commerce industry generally; (iv) conditions or events affecting the U.S. securities markets generally; or (v) changes in any Legal Requirements, except, with respect to each of (i) – (v), to the extent such effects disproportionately affect the Transferred Business or the Transferred Assets) which either is, or in the reasonable judgment of an experienced, prudent business person would be reasonably likely to be, material and adverse to the Transferred Business, the Transferred Assets or the underlying value of the Transferred Assets or results, or in the reasonable judgment of an experienced, prudent business person would be reasonably likely to result, in a reasonable decision not to purchase the Transferred Assets, taken as a whole, on the terms and conditions set forth in this Agreement.

“ Open Source Code ” means any software code that is distributed as “free software” or “open source software” or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software. Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License, or Sun Community Source License.

“ Ordinary Course of Business ” means, with respect to the operation by Seller of the Transferred Business, the operation thereof in the ordinary course of business consistent with prior practices with respect to the operation thereof.

“ Organizational Documents ” means, with respect to a particular Person, the limited liability company agreement, limited partnership agreement, partnership agreement, certificate of formation, certificate of incorporation, bylaws or any other similar organizational document of such Person.

“ Patents ” means all patents and patent applications.

“ Party ” and “ Parties ” shall have the meanings set forth in the Preamble to this Agreement.

4

“ Permitted Encumbrances ” means (a) Encumbrances for Taxes and other governmental charges and assessments that are (i) not yet due and payable or (ii) being contested by appropriate proceedings in good faith, in the case of clause (ii), for which an appropriate reserve has been established on Seller’s Financial Statements in accordance with GAAP, (b) statutory Encumbrances of landlords, lessors, carriers, warehousemen, mechanics and materialmen and other similar statutory Encumbrances imposed by Legal Requirements, in each case that are arising in the Ordinary Course of Business, that are not material individually or in the aggregate to Seller and, secure obligations not more than 60 days past due, (c) Encumbrances created by this Agreement or any of the Ancillary Agreements, or in connection with the Transactions, or by the actions of Purchaser and (d) Encumbrances set forth in Section 1.1 of the Disclosure Schedule.

“ Permitted Purposes ” shall have the meaning set forth in Section 6.1 of this Agreement.

“ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“ Proceeding ” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation that is or has been commenced, brought, conducted or heard by or before, or that otherwise has involved or may involve, any Governmental Authority or any arbitrator or arbitration panel.

“ Promissory Note ” shall have the meaning set forth in Section 3.2(a)(ii) of this Agreement.

“ Purchase Price ” shall have the meaning set forth in Section 3.2(a) of this Agreement.

“ Purchaser ” shall have the meaning set forth in the Preamble to this Agreement.

“ Purchaser Officers ” means Timothy Stevens, Dan Caul, Scott Mackley, Jon Kelly, Jennie Kim, Genia Jacques and Bill Schmitt.

“ Purchaser Indemnified Party ” shall have the meaning set forth in Section 8.2 of this Agreement.

“ Registered IP ” shall mean (a) all Intellectual Property Rights that are registered, filed, or issued under the authority of any Governmental Authority, including all registered Patents, registered Copyrights and registered Trademarks, (b) all Internet Properties and (c) all applications for any of the foregoing.

“ Registered Transferred IP ” shall mean all Transferred IP that is Registered IP.

Each of the following shall be deemed to be a “ Related Party ”: (a) each individual who is an officer or director of Seller or any of its Affiliates; (b) each member of the immediate family of each of the individuals referred to in clause (a) above; and (c) any Entity in which any one of the individuals referred to in clauses (a) and (b) above holds or held (or in which more than one of such individuals collectively hold or held), beneficially or otherwise, a controlling interest.

“ Remaining Business ” shall have the meaning set forth in Section 6.3(d) of this Agreement.

5

“ Representative ” of a Person means such Person’s members, directors, controlling Persons, officers, employees, agents, partners and advisors (including attorneys, accountants, consultants, bankers, financial advisors and prospective sources of financing for the Transactions), as applicable.

“ Sale ” means the sale by Seller of the Transferred Assets to Purchaser pursuant to this Agreement.

“ Seller ” shall have the meaning set forth in the Preamble to this Agreement.

“ Seller Contracts ” means all Contracts of Seller or any Affiliate of Seller used solely in connection with or solely related to the Websites or Transferred Business.

“ Seller Indemnified Party ” shall have the meaning set forth in Section 8.3 of this Agreement.

“ Seller IP Contract ” shall mean any Seller Contract to which Seller is a party or by which Seller is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property or Intellectual Property Right or that relates to any Transferred IP.

“ Seller Organizational Documents ” shall have the meaning set forth in Section 2.2(h) of this Agreement.

“ Seller Privacy Policy ” means each privacy policy of Seller relating to the Websites, including any policy relating to the Transferred Business in effect at any time within the two year period prior to the Closing Date.

“ Seller Records ” means Seller’s accounting, business, advertiser and financial records to the extent that they relate to the Transferred Assets. In addition, the advertiser records included in the Seller Records must include in the leads and click data, the identity of the “advertiser” (i.e., the lead buyer, including when Seller is using the lead itself).

“ Software ” means all computer software and firmware, including data files other than any personal or user data, source code, object code and software-related specifications and documentation.

“ Specified Representations ” shall have the meaning set forth in Section 8.1 of this Agreement.

“ Straddle Period ” shall ha