RECITALS:Stock Purchase Agreement • November 13th, 2000 • Bankrate Inc • Services-business services, nec • New York
WITNESSETH:Lease Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
Securities Act of 1933 as amended (the "Act"), with respect to the Shares, --- including a form of prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Act and the rules and regulations of the...Underwriting Agreement • May 12th, 1999 • Intelligent Life Corp • Services-business services, nec • New York
EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 10th day of March, 1999 between WILLIAM P. ANDERSON, III, an individual resident of the State of Florida ("Executive"), and...Executive Employment Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 1999 • Intelligent Life Corp • Services-business services, nec
EXHIBIT 2.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of the 27th day of April, 2000 (the "Effective Date") between ELISABETH DEMARSE, an individual resident of the State of New York...Executive Employment Agreement • August 14th, 2000 • Ilife Com Inc • Services-business services, nec • Florida
EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 10th day of March, 1999 between WILLIAM P. ANDERSON, III, an individual resident of the State of Florida ("Executive"), and...Executive Employment Agreement • May 12th, 1999 • Intelligent Life Corp • Services-business services, nec • Florida
EXHIBIT 10.16 PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of September 27, 1999 by and between INTELLIGENT LIFE CORPORATION, a Florida corporation ("Buyer"), having an address at...Purchase and Sale Agreement • April 14th, 2000 • Ilife Com Inc • Services-business services, nec • Florida
Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 27th day of August 1999 by and among KENNETH A. KURSON ("Kurson"), an individual having an address at 4 Waterbury Road, Montclair, New Jersey 07043, JOHN F. PACKEL...Asset Purchase Agreement • September 10th, 1999 • Intelligent Life Corp • Services-business services, nec • New York
EXECUTIVE AGREEMENTExecutive Agreement • November 9th, 2006 • Bankrate Inc • Services-business services, nec • Florida
THIS EXECUTIVE AGREEMENT (the “Agreement”) is made effective as of the 11th day of September, 2006 (the “Effective Date”) between Donaldson Ross, an individual resident of the State of Connecticut (“Executive”), and BANKRATE, INC., a Florida corporation with its principal places of business located in North Palm Beach, Florida and New York City (the “Company”).
RECITALSTermination Agreement and General Release • March 29th, 2002 • Bankrate Inc • Services-business services, nec • Florida
RECITALS --------Incentive Stock Option Grant • March 11th, 1999 • Intelligent Life Corp • Florida
LEASE AGREEMENTLease Agreement • March 15th, 2004 • Bankrate Inc • Services-business services, nec • Florida
This LEASE is made and entered into as of this 1st day of January 2004, by and between BOMBAY HOLDINGS, INC., a Florida corporation (hereinafter referred to as “LANDLORD”) and BANKRATE, INC., a Florida corporation (hereinafter referred to as “TENANT”).
NON-TENDER AND SUPPORT AGREEMENTNon-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida
THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Thomas R. Evans (the “Shareholder”).
ASSET PURCHASE AGREEMENT effective as of September 23, 2008 by and among Bankrate, Inc., Blackshore Properties, Inc. and Johns WuAsset Purchase Agreement • November 10th, 2008 • Bankrate Inc • Services-business services, nec • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of September 23, 2008 (the “Effective Date”), is by and among Bankrate, Inc., a Florida corporation (“Buyer”), Blackshore Properties, Inc., a California corporation (“Seller”), and Johns Wu (“Shareholder” along with Buyer and Seller they are sometimes referred to individually as a “Party” and collectively as the “Parties”).
LEASE BY AND BETWEEN GARDENS PLAZA INVESTORS, LLC LANDLORD, AND BANKRATE, INC. TENANTLease Agreement • March 20th, 2006 • Bankrate Inc • Services-business services, nec • Florida
THIS LEASE (hereinafter the “Lease” as defined in Paragraph (i) of Exhibit “G”), made this 3 day of November, 2005, by and between GARDENS PLAZA INVESTORS, LLC, a Florida limited liability company (hereinafter called “Landlord”) and BANKRATE, INC., a Florida corporation (hereinafter called “Tenant”).
WITNESSETH:Lease Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
AGREEMENT AND PLAN OF MERGER among BEN HOLDINGS, INC., BEN MERGER SUB, INC. and BANKRATE, INC. Dated as of July 22, 2009Merger Agreement • July 23rd, 2009 • Bankrate Inc • Services-business services, nec • Florida
AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2009 (this “Agreement”), among Ben Holdings, Inc., a Delaware corporation (“Parent”), Ben Merger Sub, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Bankrate, Inc., a Florida corporation (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 9th, 2006 • Bankrate Inc • Services-business services, nec • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”), is made, entered into and effective as of the 4th day of August, 2006 (the “Effective Date”), by and among Bankrate, Inc., a Florida corporation (“Purchaser”), East West Mortgage, Inc., a Virginia corporation (“Seller”), the Doug Bui Family Trust (2006) (the “Trust”), and Doug Bui (“Bui”) (the Trust, together with Bui, shall be collectively referred to as the “Shareholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2002 • Bankrate Inc • Services-business services, nec • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 27th day of April, 2002 (the “Effective Date”) between ELISABETH DEMARSE, an individual resident of the State of New York (“Executive”), and BANKRATE, INC., a Florida corporation with its principal place of business located in North Palm Beach, Florida (the “Company”).
BANKRATE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2006 • Bankrate Inc • Services-business services, nec • New York
AGGREGATOR AGREEMENTAggregator Agreement • March 16th, 2005 • Bankrate Inc • Services-business services, nec • Florida
This Aggregator Agreement (this “Agreement”) is entered into as of January 1, 2005 (“Effective Date”), by and between Bankrate, Inc., a Florida corporation (“Bankrate”), with its principal place of business at 11760 U.S. Highway One, 5th Floor, North Palm Beach, Florida, and iHomeowners, Inc., a California corporation (“iHomeowners”), with its offices at 24003 Ventura Boulevard, Building A, Calabasas, CA 91302.
RECITALS:Certification and Indemnification of Lost Promissory Note • March 29th, 2002 • Bankrate Inc • Services-business services, nec
EXHIBIT 10.9 CANCELLATION AND STOCK REPURCHASE AGREEMENT ------------------------------------------- THIS CANCELLATION AND STOCK REPURCHASE AGREEMENT ("Agreement") is effective as of noon March 10, 1999, by Intelligent Life Corporation, a Florida...Cancellation and Stock Repurchase Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
MARKETING AGREEMENTMarketing Agreement • March 16th, 2005 • Bankrate Inc • Services-business services, nec • Florida
This Marketing Agreement (this “Agreement”) is entered into as of January 21, 2005 (“Effective Date”), by and between Bankrate, Inc., a Florida corporation (“Bankrate”), with its principal place of business at 11760 U.S. Highway One, 5th Floor, North Palm Beach, Florida, and LowerMyBills, Inc., a Delaware corporation (“LowerMyBills”), with its offices at 2401 Colorado Ave., Suite 200, Santa Monica, CA 90404.
Exhibit 10.1 SEPARATION AND GENERAL RELEASE BANKRATE, INC. ("Company") and ELISABETH DEMARSE, her heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Separation and General Release as "Executive"), agree...Separation and General Release • August 20th, 2004 • Bankrate Inc • Services-business services, nec • Florida
SUBLEASE BETWEEN NEW CINGULAR WIRELESS SERVICES, INC. f/k/a AT&T WIRELESS SERVICES, INC., SUBLANDLORD and BANKRATE, INC., SUBTENANTSublease • March 16th, 2005 • Bankrate Inc • Services-business services, nec
This Sublease is entered into as of this 18th day of November, 2004 by and between NEW CINGULAR WIRELESS SERVICES, INC. f/k/a AT&T WIRELESS SERVICES, INC., a Delaware corporation, with offices at 7277 164th Avenue NE, Redmond, Washington 98052 (hereinafter "Sublandlord") and BANKRATE, INC., a Florida corporation, with offices at 11811 U.S. Highway One, Suite 101, North Palm Beach, FL 33408 (hereinafter "Subtenant").
EXHIBIT 10.4 Client Services & Co-Employment Agreement This Client Services & Co-Employment Agreement ("Agreement") is entered into by and between Vincam Human Resources, Inc. and any of its subsidiaries or affiliates to which it may assign this...Client Services & Co-Employment Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
EXHIBIT 2.1 ----------- STOCK PURCHASE PLAN AND SUBSCRIPTION AGREEMENT ---------------------------------------------- April 5, 2000 ilife.com, Inc. 11811 U.S. Highway One, Suite 101 North Palm Beach, Florida 33408 Gentlemen: 1. Pursuant to the terms...Stock Purchase Plan and Subscription Agreement • August 14th, 2000 • Ilife Com Inc • Services-business services, nec
NON-TENDER AND SUPPORT AGREEMENTNon-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida
THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (collectively, the “Morse Parties”).
AGREEMENT AND PLAN OF MERGER by and among BANKRATE, INC., FASTFIND, LLC, WESCOCO, LLC and THE MEMBERS OF WESCOCO, LLC Dated as of November 20, 2005Merger Agreement • December 6th, 2005 • Bankrate Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 20, 2005, by and among: (i) BANKRATE, INC., a Florida corporation ("Bankrate"), (ii) FASTFIND, LLC, a Delaware corporation and a wholly owned subsidiary of Bankrate ("Sub"), (iii) WESCOCO LLC, a Delaware limited liability company d/b/a “FastFind” ("FastFind"), and (iv) each of the members of FastFind set forth on Schedule 1 attached to this Agreement (collectively, the "Members").
AGREEMENT AND PLAN OF MERGER by and among BANKRATE, INC., [SUB1], [SUB2], MORTGAGE MARKET INFORMATION SERVICES, INC., INTEREST.COM, INC., SCARLETT ENTERPRISES, LTD. and JAMES R. DE BOTH Dated as of November 20, 2005Merger Agreement • December 6th, 2005 • Bankrate Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 20, 2005, by and among: (i) BANKRATE, INC., a Florida corporation ("Bankrate"), (ii) [SUB1], an Illinois corporation and a wholly owned subsidiary of Bankrate ("Sub1") and [SUB2], an Illinois corporation and a wholly owned subsidiary of Bankrate (“Sub2” and collectively with Sub1, the “Subs”)1 , (iii) MORTGAGE MARKET INFORMATION SERVICES, INC., an Illinois corporation, and INTEREST.COM, INC., an Illinois corporation (collectively, "MMIS"), (iv) SCARLETT ENTERPRISES, LTD., an Illinois corporation (the "Shareholder") and (v) JAMES R. DE BOTH ("De Both").
CONFIDENTIAL FINAL SETTLEMENT AGREEMENTSettlement Agreement • March 16th, 2007 • Bankrate Inc • Services-business services, nec • California
This Confidential Final Settlement Agreement and Mutual Release (“Final Settlement Agreement”) is made and entered into on October 9, 2006, by and among American Interbanc Mortgage, LLC (“American Interbanc”) and Bankrate, Inc. (“Bankrate”), and in light of the following facts:
LIMITED GUARANTEELimited Guarantee • July 22nd, 2009 • Bankrate Inc • Services-business services, nec • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Guarantor, BEN Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of the Guarantor (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party surviving the Merger as a wholly-owned subsidiary of the Guarantor. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
Text omitted and filed Separately. Confidential Treatment Requested Under 17 C.F.R. §§ 200. 80(b)(u) and 240.24b-2. ASSET PURCHASE AGREEMENT effective as of February 1, 2008 by and among Bankrate, Inc., InsureMe, Inc., Tim A. McTavish, Robin L....Asset Purchase Agreement • May 12th, 2008 • Bankrate Inc • Services-business services, nec • Delaware
Except as set forth in the disclosure schedules dated as of the date of this Agreement and delivered herewith to Buyer (which disclosure schedules identify the section and subsection to which each disclosure therein relates), Seller (and not any of the Shareholders) hereby represents and warrants to Buyer that:
