BASIC LEASE INFORMATION

BASIC LEASE INFORMATION

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Exhibit 10.23

BASIC LEASE INFORMATION

The following Basic Information is incorporated into and made a part of this lease. Each reference in this lease to any of the Basic Lease Information shall mean the respective information set forth below and shall be construed to incorporate all of the terms provided under the particular lease paragraph(s) pertaining to such information. In the event of a conflict between any Basic Lease Information and the lease, the lease shall control.

IDENTIFICATION DATE OF LEASE: 01/21/13


1.	Name of Building:	Echelon IV	Address:	0000 Xxxxxxxx Xxxx. / Austin, TX 78759

2.	Owner/Lessor:	Echelon Holdings, Ltd.	Address:	0000 Xxxxxxxx #000 / Xxxxxx, XX 00000

Suite Number:

400


4.	Usable SF:	16,105	Add-On Factor:	13.846%	Rentable SF:	18,335
	Total Bldg. SF:	67,225	Pro Rata Share:	27.27%

Lessee Name:

Bankrate, Inc.

Lessee is [ ] an individual(s), [ ] several individuals, [ ] a general partnership, [ ] a limited partnership, [X] a corporation, [ ] a joint venture, [ ] a professional association, [ ] sole proprietorship, [ ] a limited liability company

Lessee Address for Notice:

0000 Xxxxxxxx Xxxx Xxxxx 000 Xxxxxx, XX 00000

Lessee Contact Person:

Xxxxx Xxxxx

Phone:

917/000-0000

Email:

xxxxxx@xxxxxxxx.xxx

Lessee Taxpayer ID#:

SS#:

N/A

DL#/State:

N/A


6.		Lease Term:		sixty four (64)		full calendar months

Commencement Date:

08/01/2013

Expiration Date:

11/30/2018

Rent Commencement Date:

12/01/13

Additional rent (under Section 32.1) Commencement Date:

01/01/2014

Expiration Date:

11/30/2018


7.		Base Rent:


Term	Monthly Rent		Term Rent		Annual Rent psf
08/01/2013 to 11/30/2013	$	0.00	$	0.00	$	0.00
12/01/2013 to 09/30/2014	$	28,526.67	$	285,266.70	$	18.67
10/01/2014 to 11/30/2014	$	33,614.17	$	67,228.33	$	22.00
12/01/2014 to 11/30/2015	$	34,378.13	$	412,537.50	$	22.50
12/01/2015 to 11/30/2016	$	35,142.08	$	421,705.00	$	23.00
12/01/2016 to 11/30/2017	$	35,906.04	$	430,872.50	$	23.50
12/01/2017 to 11/30/2018	$	36,670.00	$	440,040.00	$	24.00


Late Charge:		5% of monthly base rent.		Date assessed:		Five (5) days after due date.


8.		Expense Stop:		2013 Base Year		per square foot per year


a)	Estimated Operating Expenses Per Budget	2013 Base Year / sq.ft./year
b)	Less Expense Stop	2013 Base Year / sq.ft./year
c)	Estimated Initial Pass-Thru	$0.00/sq.ft./year
d)	Estimated Monthly Pass-Thru	$0.00/mo
	(Subject to annual adjustment for actual expenses)


9.	Parking:	Number of Covered Assigned Spaces:	N/A
		Number of Uncovered Assigned Spaces:	five (5)


10.		Security Deposit:		a)		Amount:		$36,670.00

Paid by Xxxx:

Yes

Irrevocable Letter of Credit:

Rec’d:

Yes


		d)		Bank Issuing Letter of Credit:
		e)		Expiration of Letter of Credit:
		f)		Bank Contact Person:

Lessor

Lessee

Page 1 of 2

Basic Lease Information for Bankrate, Inc.


11.		Lessee Finish Out Provisions:


a)		As Is
b)		$12.50 /sq. ft. of net rentable area allowance
c)		$229,187.50 total allowance (actual amount)
d)		Amount of overage owed by Lessee $ Payment Schedule: NA


e)		Notes:		See Exhibit E.


12.		Special Conditions (Exhibit J)


a)	Current Financials received: X Yes No
b)	Consumer Report received: Yes X No
c)	Notes:	See Exhibit J.


13.		Guaranty Information
		This lease is X is not (check one) guaranteed by others. The name and title of each guarantor is shown below and on the signature page(s) at the end of this lease.


14.		Lessee Signature Requirements
		Lessee is [ ] an individual(s), [ ] several individuals, [ ] a general partnership, [ ] a limited partnership, [X] a corporation, [ ] a joint venture, [ ] a professional association, [ ] sole proprietorship, [ ] a limited liability company (check one).

		Such partnership, joint venture, unincorporated association, or corporation is organized or chartered under the laws of the State of Delaware.

		Xxxxxx’s name stated at the beginning of this lease ( ) is or (X) is not an assumed name. If so, has an assumed name certificate name been received? Yes No N/A


15.		This Basic Lease Information Form is a part of the above described lease.


16.		Signatures:


LESSOR				LESSEE

ECHELON HOLDINGS, LTD.				Bankrate, Inc.
Printed name of company or firm				Printed name of company or firm

XXXX XXXX
Printed name of person signing				Printed name of person signing


Authorized Person’s Signature				Authorized Person’s Signature

VICE PRESIDENT, XXXXXX XXXXXXX, INC. GENERAL PARTNER, ECHELON HOLDINGS, LTD.
Title of person signing				Title of person signing


Date signed (must be filled in)				Date signed (must be filled in)

Lessor

Lessee

Page 2

Basic Lease Information for Bankrate, Inc.

INDEX TO OFFICE LEASE

ECHELON HOLDINGS, LTD. (Lessor) and

XXXXXXXXXXX.XXX, INC. (Lessee)


SECTION	TITLE	Lease Page

GUARANTOR


1.1	The Leased Premises.	5
1.2	Use.	5
1.3	Usable Area.	5
1.4	Rentable Area.	5
2.1	Base Rent and Additional Rents.	5
3.1	Date and Place of Payment.	5
3.2	Late Payments.	6
3.3	Security Deposit.	6
4.1	Term, Possession, and Anniversary.	6
4.2	Acknowledgement of Lease.	7
4.3	Delivery of Possession.	7
5.1	Lessee Finish-Out.	7
6.1	Quiet Possession.	7
7.1	Utilities and Services by Lessor.	7
7.2	Utilities and Services by Lessee.	8
7.3	Interruption of Utilities or Services.	8
7.4	Extra Electricity.	8
7.5	Extra Heating or Air Conditioning.	8
8.1	Maintenance and Repairs by Lessor	8
8.2	Maintenance and Repairs by Lessee	9
8.3	Telecommunications.	9
9.1	Access, Keys, Locks, and Security.	9
9.2	Parking.	9


10.1	Occupancy, Nuisance, and Hazards.	10
11.1	Taxes.	10
12.1	Insurance.	10
12.2	Waiver of Subrogation.	11
12.3	Hold Harmless.	11
13.1	Alterations by Lessee.	11
13.2	Americans With Disabilities Act.	11
14.1	Removal of Property by Lessee.	12
15.1	Subletting and Assignment.	12
16.1	Destruction by Fire or Other Casualty.	12
17.1	Condemnation.	13
18.1	Default by Lessor.	13
19.1	Default by Lessee.	13
20.1	Lien for Rent.	15
21.1	Attorney’s Fees, Interest, and Other Expenses.	15
22.1	Nonwaiver.	15
23.1	Building Rules.	15
24.1	Transfer of Ownership by Lessor.	15
25.1	Mortgages.	16
26.1	Surrender of Premises.	16
27.1	Holding Over.	16
28.1	Signs and Building Name.	16
28.2	Relocation of Lessee.	16
29.1	Notices.	16

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 3

Basic Lease Information for Bankrate, Inc.


30.1	Estoppel Certificates.	17
31.1	Successors.	17
31.2	Leasing Agent Commissions.	17
32.1	Building Operating Expense.	17
33.1	Representations and Warranties by Xxxxxx.	17
34.1	Representations and Warranties by Xxxxxx.	17
35.1	Place of Performance.	17
36.1	Miscellaneous.	18
37.1	Special Conditions.	18
38.1	Exhibit List.	18
39.1	Lease Dates and Authority to Sign.	18


Exhibit F-1:	Office Building Parking Rules	29
Exhibit F-2:	Office Building Rules	30


Exhibit G:	Estoppel Certificate	33
Exhibit H:	Office Lease Guaranty	34
Exhibit I:	Certificate of Corporate Resolution Authorizing Lease or Guaranty	36
Exhibit J:	Special Conditions	37
Exhibit K:	Hazardous Materials Statement	39
Exhibit L:	Acknowledgement of Receipt of Agency Disclosure	40

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 4

Basic Lease Information for Bankrate, Inc.

OFFICE LEASE

ECHELON IV

This is a Lease Agreement made and entered into between Lessor Name Specified in Basic Lease Information #2, as “Lessor”, and Lessee Name Specified in Basic Lease Information #5, as “Lessee”, whether one or more.

1.1

The Leased Premises.

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the “Leased Premises” which consists of “Lessee’s Office Space” and “Common Areas” as defined below.

(a) Lessee’s Office Space. “Lessee’s Office Space”, to which Lessee shall have exclusive use rights, consists of suite(s) Specified in Basic Lease Information #3, representing the office space outlined and shaded on the floor plan contained in Exhibit A. Such space is located in the building on a tract of land, legally described by lot and block or metes and bounds in Exhibit B. The street address of the building is Specified in Basic Lease Information #1.

(b) Common Areas. The “common area”, to which Lessee shall have non-exclusive use rights, consists of (1) the interior common area located in the above described building, i.e., areas normally accessible to tenants such as the hallways, stairwells, elevators, lobby, restrooms, and snack bar areas, and (2) the exterior common area located outside the building on the above described land, i.e., loading areas, sidewalks, driveways, parking garage, parking areas, and other open areas (if any), subject to paragraph 9.2 on parking.

1.2

Use.

Lessee’s Office Space may be used only for general office and administrative purposes. The name of Xxxxxx’s business is Specified in Basic Lease Information #5.

1.3

Usable Area.

Xxxxxx’s approximate “usable area” is Specified in Basic Lease Information #4. It is the office space outlined and shaded in Exhibit A. Such area is measured from the interior of the exterior walls and the exterior glass lines of the building to the middle of the remaining perimeter walls of the office space.

1.4

Rentable Area.

Xxxxxx’s approximate “rentable area” is Specified in Basic Lease Information #4. It consists of Xxxxxx’s “usable area” as defined above, plus Xxxxxx’s prorata share of the building common areas as set forth in Basic Lease Information #4. Building common areas are defined as all corridors, restrooms, snack bars, building equipment rooms, telephone closets, janitor closets, enclosed lobby, entrance areas, and other public areas in the building, excluding elevator shafts, stairwells, vertical chases, and enclosed parking areas.

2.1

Base Rent and Additional Rents.

Lessee shall pay to Lessor a “base rent” Specified in Basic Lease Information #7 per calendar year, which amounts to the sum(s) Specified in Basic Lease Information #7 per calendar month. Such base rent is equivalent to the sums Specified in Basic Lease Information #7 per square foot per year for Lessee’s rentable area. The base rent is subject to adjustment as provided in paragraph 32.1. Additional rent (representing Xxxxxx’s prorata share of building operating expenses over the expense stop Specified in Basic Lease Information #8) shall be paid in accordance with paragraph 32.1. Building operating expenses up to such expense stop amount shall be paid by Lessor.

3.1

Date and Place of Payment.

The monthly rent and one-twelfth of Lessee’s share of estimated building operating expenses under paragraph 32.1 shall be due on the first day of each calendar month without demand. Partial months shall be prorated. All rent and other sums are due in the county where the building is located at the address designated by Lessor from time to time. All sums due by Lessee are without right of setoff or deduction, except as may be otherwise specifically set forth herein. Monies mailed are considered timely paid only if received by Lessor by the due date;

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 5

Basic Lease Information for Bankrate, Inc.

however rents postmarked one or more days before due date and received after the due date shall be considered as timely received by Lessor. Rent and late payment charges shall be paid without notice or demand. All other sums shall be due upon delivery of written notice in accordance with paragraph 29.1.

3.2

Late Payments.

If any rent payment or other sum due by Lessee to Lessor is received and accepted by Lessor later than five (5) days after its due date, Lessee shall pay a late charge of 5% of such rent payment or other sum until such rent or other sum is paid. Late charges shall be considered liquidated damages for Lessor’s time inconvenience and overhead (except for attorneys fees and litigation costs) in collecting late rent. Lessor’s acceptance of late rent or other sum shall not constitute permission for Lessee to pay the rent or other sum late thereafter and shall not constitute a waiver of Xxxxxx’s remedies for subsequent late payments. Late payment charges are due immediately upon notice or demand. All payments shall be by check or money order on a local bank, not cash. For each returned check, Lessee shall pay all applicable bank charges incurred by Lessor plus $50.00. Payments of any kind received by Lessor on behalf of Lessee may be applied at Lessor’s option to nonrent items first, then to rent. Payment of rent by Lessee shall be an independent covenant. If Lessee has not timely paid rentals and other sums due on two or more occasions, or if a check from Lessee is returned for insufficient funds or no account, Lessor may for the next 12 months require that all rent and other sums due be paid by cashier’s check, certified check, money order or wire transfer, without prior notice.

3.3

Security Deposit.

At the time of execution of this lease, Lessee shall deposit with Lessor cash in the sum Specified in Basic Lease Information #10 to secure performance of Lessee’s obligations under this lease. Lessor shall have a lien on the security deposit for that purpose. If Lessee fails to pay rent or other sums when due under this lease and such failure is not cured within the applicable notice and cure period therefor, Lessor may apply any cash security deposit toward amounts due and unpaid by Lessee. In lieu of a cash security deposit, Lessee may furnish Lessor at time of execution of this lease an irrevocable letter of credit in the sum Specified in Basic Lease Information #10-c on a financial institution in Austin, Texas, expiring no sooner than the lease expiration date. Lessor may draw against such letter of credit by affidavit stating the amount due and unpaid by Xxxxxx and the nature of Xxxxxx’s default under this lease following the expiration of any applicable notice and cure periods therefor. If the letter of credit is not renewed or extended 30 days before its expiration date, Lessor may by affidavit draw down the entire amount to serve as a cash security deposit. Lessee shall immediately restore the security deposit to its original amount after any portion of it is applied to amounts due and unpaid by Lessee. The Security Deposit or any balance thereof shall be returned to Lessee no later than sixty (60) days following the expiration of the Term.

4.1

Term, Possession, and Anniversary.

The initial lease term shall be for the number of full calendar months from commencement date, plus the remainder of the last month. The commencement date of this lease shall be the later of (a) August 1, 2013; or (b) five (5) days after Lessor delivers possession of Lessee’s Office Space to Lessee and gives Lessee written notice that Lessor’s work (as described in Exhibit E) is substantially complete (provided that if Lessor delivers possession of Lessee’s Office Space to Lessee with Lessor’s Work substantially complete in advance of August 1, 2013 and Lessee occupies the space and conducts its business therefrom; it being agreed that the conduct of business shall not include Xxxxxx’s early move-in of its furniture and equipment), then the commencement date shall be the date that Lessee commences the conduct of business at the Leased Premises. Xxxxxx’s anticipated delivery date of possession is August 1, 2013 (based on the deadlines set forth in Exhibit E). If the delivery of possession of Lessee’s Office Space is delayed, the commencement date, rent commencement date, date for commencement of additional rent (under Section 32.1), anniversary dates and expiration date shall all be likewise delayed, subject to clause (a) of the immediately preceding sentence. Notwithstanding the foregoing, if for any reason other than force majeure or a Lessee Delay (hereinafter defined) the completion of Lessor’s work as set forth in Exhibit E is not substantially completed and possession of Lessee’s Office Space is not delivered to Lessee by August 1, 2013, then upon the occurrence of the actual Commencement Date, Lessee shall be entitled to a rental credit equal to 50% of the Base Rent due for each day that elapses between August 1, 2013 (as extended by any Lessee Delays or force majeure) and the actual Commencement Date (which 50% credit shall be applied after the free rent period has expired). For example, if Lessor tenders possession of the Premises on September 1, 2013 and there are no Lessee Delays and no force majeure delays, then the free rent period shall expire on 12/31/13 and Lessee shall receive a credit of $14,263.34 against Base Rent for January, 2014); and (ii) if

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 6

Basic Lease Information for Bankrate, Inc.

the delay exceeds six (6) months (except to the extent caused by a Lessee Delay or a force majeure delay), Lessee shall have the right to terminate this Lease upon written notice to Lessor from and after the expiration of such 6 month period until Lessor actual delivers possession of the Leased Premises to Lessee with Lessor’s Work completed and Lessor shall promptly refund to Lessee any Excess payments made by Lessee pursuant to Exhibit E.

A “Lessee Delay” shall mean and include any delay caused by Lessee, in whole or in part, in the completion of Lessor’s work as set forth on Exhibit E attached hereto, including, without limitation, a delay resulting from a failure of Lessee to adhere to the time periods set forth in the Work Letter attached hereto as Exhibit “E”.

4.2

Acknowledgement of Lease.

Upon the actual Commencement Date, Lessor and Xxxxxx shall execute a recordable acknowledgment of this lease which is attached as Exhibit D and which will confirm the Commencement Date, ending date, annual anniversary date of the lease, and approximate square footage in Xxxxxx’s Office Space.

4.3

Delivery of Possession.

Lessor shall deliver keys and/or access cards or codes and possession of Xxxxxx’s Office Space to Lessee on the Lease Commencement Date stated in paragraph 4.1 unless otherwise agreed in writing by the parties. Lessee shall not be liable for rent until Xxxxxx delivers possession of the Leased Premises to Lessee in accordance with Section 4.1 above. If there is a delay in delivery of possession, the dates Specified in Basic Lease Information #6 and 7 above shall be adjusted; and neither Lessor nor Lessor’s agents shall otherwise be liable for any damages; and the lease shall not terminate, except as otherwise provided for in Section 4.1 above. Internal construction shall, to the extent “readily achievable”, comply with state and federal architectural barrier standards.

5.1

Lessee Finish-Out.

(Check one):


		(a) Lessor shall provide no tenant finish-out or improvements since Lessee has taken Lessee’s Office Space “as is”.

X		(b) Lessor shall perform any special construction described in Exhibit E. Costs of tenant finish-out or special construction shall be paid for pursuant to such exhibit.

6.1

Quiet Possession.

If Lessee is current and in compliance with all of Lessee’s obligations under this lease, Lessee shall be entitled to peaceful and quiet possession and enjoyment of Lessee’s Office Space, subject to the terms and conditions of this lease. Lessee shall have access to the building parking garage, if applicable and common parking areas at all times, subject to parking fees and the rules referred to in paragraphs 9.2 and 23.1. Lessor shall make diligent efforts to have all other tenants in the building comply with building rules. Otherwise, failure of other tenants to comply with such rules shall not be considered a default by Lessor. Construction noise or vibrations shall not be considered a default by Lessor.

7.1

Utilities and Services by Lessor.

Except where otherwise stated in this lease, Lessor shall pay for and furnish in a timely and diligent manner to Lessee the following utilities (subject to Lessee being required to pay for same directly to the utility provider) and services and no others, subject to paragraph 32.1 regarding Lessee’s payment of Xxxxxx’s prorata share of building operating expenses.

(a)

air conditioning and heating as reasonably required for comfortable use and occupancy under normal office conditions from 7:00 a.m. to 6:00 p.m. on Monday through Friday, and from 8:00 a.m. to 12:00 p.m. on Saturday, but not on Sunday, New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving or Christmas so long as these times and dates comply with present and future governmental laws or guidelines, including utilities such as electricity, gas, and water necessary for operation of same; provided that Xxxxxx’s mechanical room containing its computer servers and the HVAC system serving the same shall be submetered and the electricity therefor shall be paid directly by Lessee to Lessor;

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 7

Basic Lease Information for Bankrate, Inc.

(b)	water and wastewater services for common areas;

(c)	janitorial and cleaning services for the building five days a week;

(d)	electricity for standard office equipment and lighting;

(e)	trash collection services (dumpster or garbage cans);

(f)	pest control services as needed in the reasonable judgment of Xxxxxx;

(g)	landscaping and parking lot maintenance services;

(h)	repair and maintenance services pursuant to paragraph 8.1;

(i)	replacement of fluorescent light bulbs and ballasts in building standard lighting fixtures (but not incandescent light bulbs for nonstandard fixtures or for Xxxxxx’s lamps); and

(j)	elevator service, if there is an elevator in the building.

7.2

Utilities and Services by Xxxxxx.

If applicable, Lessee shall pay for all utilities and services not expressly furnished by Lessor under paragraph 7.1. Lessee shall pay for all electricity consumed through any individual electrical meter(s) or submeter(s) serving Lessee’s Office Space. Costs of such utilities are not considered building operating expenses to be allocated among all tenants under paragraph 32.1. Service through individual electrical meters which exclusively serve Lessee’s Office Space shall be in the name of Lessee. Lessor reserves the right to submeter electricity and/or water. Any electricity or water submetering shall be billed to and paid by Lessee at Lessor’s average cost per KWH or gallon, and no more. If the water bill from the utility company includes wastewater charges, Lessee’s liability for water submetering shall include corresponding wastewater costs (if any).

7.3

Interruption of Utilities or Services.

Temporary interruption or malfunction of utilities, services, and/or telephones shall not render Lessor liable for damages, rent abatements, or release of any Lessee obligation. Lessor shall use diligent efforts to have such utilities and services restored as soon as reasonably possible.

7.4

Extra Electricity.

There shall be no extra electricity charges for typewriters, facsimile machines, word processors, dictating equipment, adding machines, desk top calculators, lamps, or other standard 110 volt office equipment. However, Lessee shall pay Lessor, monthly as billed, electricity charges which are submetered; for example, Lessee’s mechanical room containing its computer servers and the HVAC system serving the same.

7.5

Extra Heating or Air Conditioning.

If Lessee requests air conditioning or heating after the hours as set forth in paragraph 7.1(a), Lessor may charge Lessee the extra hourly fee for after-hour air conditioning or heating as charged to other tenants in the building.

8.1

Maintenance and Repairs by Lessor

Lessor shall operate, maintain and, except as provided in Section 8.2 hereof, make all necessary repairs and replacements (both structural and nonstructural) to the Building (including, without limitation, any and all mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning, security, life-safety, elevator and other service systems or facilities of the Building and Common Areas), in good working order and condition and in conformance with standards applicable to comparable office buildings (it being understood that the costs thereof shall be included in building operating expenses in accordance with and subject to the provisions of Exhibit C). In furtherance of the following, Lessor shall repair and/or replace, as needed, the following items as a building expense under paragraph 32.1, so long as they are building standard items: light bulbs, ballasts, and fixtures; plumbing; hardware; doors; and wall and window coverings. Lessor shall use diligence to provide for the reasonable cleaning, maintenance, repair, reconnection of interrupted utilities or services, and landscaping of common areas, subject to any reimbursement obligations of Lessee under paragraph 8.2. Lessor may rekey at any time and unless due to a Lessee default Lessor shall provide Lessee, at Lessor’s cost, the same number of keys Lessee possessed prior to such re-keying. Lessor may temporarily close any part of the common facilities if reasonably necessary for repairs or construction. Repairs and maintenance shall be in accordance with applicable governmental requirements.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 8

Basic Lease Information for Bankrate, Inc.

8.2

Maintenance and Repairs by Xxxxxx

Lessee shall promptly reimburse Lessor for the cost of repairing or replacing appliances, non-building standard items and the cost of repairing or replacing damage which is caused inside Lessee’s Office Space by Xxxxxx, Lessee’s agents, employees, family, or licensees, invitees, visitors, or customers or outside Lessee’s Office Space by Lessee or Lessee’s employee’s, agents, or contractors. Cost of repair shall include 5% for supervision fee. Lessor may require advance payment therefor prior to repair or replacement. Lessor shall have right of approval of all repairmen or maintenance personnel. Lessee shall not damage or allow other persons listed above to damage any portion of the Leased Premises. Lessee shall pay for replacement of all non-building standard light bulbs and for unstopping any drains or water closets in Lessee’s Office Space. If Lessee or Lessee’s workmen or contractors are permitted to repair, alter, or modify Lessee’s Office Space, Lessee shall warrant that no mechanic or materialman’s lien shall be filed against the Leased Premises and that all such contractors shall provide evidence of liability insurance as required by Lessor. All such work shall be in accordance with applicable governmental requirements.

8.3

Telecommunications.

All telecommunications equipment necessary to serve Lessee shall be located in Lessee’s Office Space and paid for by Lessee, or, at Lessor’s option and at Lessee’s expense, in a lockable enclosure in a common area location designated by Lessor (provided Lessee has full access to the same). Lessee may not require Lessor to install or allow others to install telecommunication lines or equipment elsewhere in the building. Lessee expressly waives any rights to require same under any circumstances.

9.1

Access, Keys, Locks, and Security.

(a) Access. Lessee shall have access to Xxxxxx’s Office Space at all times. Lessor shall have access to Lessee’s Office Space at reasonable times for reasonable business purposes upon prior written notice to Xxxxxx (and Lessor shall be accompanied by a representative of Lessee at all times) except notice shall not be necessary in the event of an emergency threatening life or property or the lawful exercise of Lessor’s remedies in case of default by Xxxxxx. Lessor may show Lessee’s Office Space one hundred eighty (180) days before the lease expiration date or the date Lessee gives notice to vacate, whichever is earlier; subject to the same terms of access set forth above. Lessor shall use reasonable good-faith efforts to minimize any disruptions to Xxxxxx’s business caused by Xxxxxx’s access.

(b) Keys. Lessor shall furnish Lessee up to twelve (12) keys or access codes or cards for Lessee’s Office Space, up to twelve (12) keys or access codes or cards for the main exterior entry doors of the building if such door is locked after hours, and one (1) key or access code or card to Lessee’s mailbox in the building. An initial deposit of $10.00 may be charged for each mailbox key and office key, or access card. Additional or replacement keys or access codes or cards shall be furnished at the same amount charged to other tenants in the building at the time of Xxxxxx’s request. Lessor shall not be liable for risk of loss resulting from Xxxxxx’s keys, access codes, or cards being stolen, lost or used by unauthorized persons. Lessor reserves the right to rekey or change locks for security reasons if the same number of new keys are timely furnished to Lessee.

(c) Locks. Lessee may not add locks, change locks, or rekey locks without written permission of Lessor. Locks may be changed at Lessee’s request and expense. If locks to Lessee’s Office Space are changed, Lessor may specify kind and brand of locks, placement, installation, master key compatibility, etc. If Lessee or any of Lessee’s employees lock themselves out of Xxxxxx’s suite, said person must call a fellow-employee to gain access. Neither Lessor nor the management company personnel are authorized to unlock a door after hours except for emergency or cleaning purposes.

(d) Security. Lessor shall have no duty to provide any security services of any kind unless expressly provided in this lease. Lessor shall not be liable to Lessee or Lessee’s employees, family, customers, invitees, contractors, or agents for injury, damage, or loss to person or property caused by criminal conduct of other persons, including theft, burglary, assault, vandalism or other crimes. Lessee shall lock its Office Space doors when the last person leaves such Office Space for the day.

9.2

Parking.

(a) Lessor shall have sole control over parking. Parking rules, if applicable, are contained in attached Exhibit F-1. If vehicles are parked in violation of Lessor parking rules or in violation of state statutes, Lessor may exercise vehicle removal remedies under Article 6701g-2 of the Texas Civil Statutes upon compliance with statutory notice. There shall be no Assigned parking spaces unless agreed in writing by Xxxxxx.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 9

Basic Lease Information for Bankrate, Inc.

(b) Lessor shall have sole control over the parking of all vehicles (including but not limited to cars, trucks, recreational vehicles, trailers, bicycles and motor cycles) and shall designate parking areas and building service areas. Parking rules are contained in attached Exhibit F-1.

10.1

Occupancy, Nuisance, and Hazards.

Lessee’s Office Space shall be occupied only by Lessee or Lessee’s employees, agents, family, licensees, invitees, visitors, and/or contractors (it being agreed that Xxxxxx’s vacation of or failure to occupy the Leased Premises at all times shall not be a default hereunder so long as Lessee is not otherwise in default under this Lease). Lessee and Xxxxxx’s agents, employees, family, licensees, invitees, visitors, and contractors shall comply with all federal, state, and local laws relating to occupancy or to criminal conduct while such persons are on the Leased Premises. Lessee and the persons listed above shall not (1) use, occupy, or permit the use or occupancy of the Leased Premises for any purpose which is directly or indirectly forbidden by such laws or which may be dangerous to life or property, (2) permit any public or private nuisance, (3) disturb the quiet enjoyment of other tenants, (4) do anything which might emit offensive odors or fumes, (5) make undue noise or vibrations, (6) permit anything which would cancel insurance coverage or increase the insurance rate on the building or contents, or (7) otherwise damage the Leased Premises.

11.1

Taxes.

Lessor shall be responsible for timely payment of all taxes and assessments against the building subject to Xxxxxx’s obligation to pay Lessor for Xxxxxx’s share thereof, on a prorata square foot basis, as additional rent pursuant to paragraph 32.1. Lessee shall timely pay all taxes assessed against Xxxxxx’s furniture, equipment, fixtures, or other personal property in Lessee’s Office Space.

12.1

Insurance.

Lessor and Lessee shall comply with the respective insurance obligations as set forth below:

(a) Lessor. Lessor shall maintain (1) fire and extended coverage insurance, including vandalism and malicious mischief, on the office building, and (2) comprehensive general liability insurance. The amounts shall be as required by Xxxxxx’s mortgagee or as Lessor may deem reasonably appropriate, whichever is greater. Lessor shall have no responsibility to maintain fire and extended coverage insurance on Lessee’s contents.

(b) Lessee. Lessee shall provide Lessee’s own public liability insurance for its operations on the Leased Premises in an amount equal to the minimum “primary coverage” amount required by Lessor’s insurance carrier as a condition for purchasing umbrella liability insurance by Lessor. In no event shall such coverage be less than $1,000,000. Upon written notice by Lessor to Lessee, such dollar amount of Lessee’s liability policy shall be increased by the amount of any increase required by Lessee’s carrier for “primary coverage” under an umbrella liability policy. Lessee is encouraged to maintain fire and extended coverage insurance (including theft, vandalism and malicious mischief) on the contents in Lessee’s Office Space, including fixtures, furniture, equipment, supplies, inventory, and other personal property. Such property is not covered by Lessor’s insurance.

(c) Insurance certificates. Lessee shall provide Lessor with a certificate of Lessee’s insurance or a copy thereof as required above within 7 days after Lessee initially occupies Lessee’s Office Space or any portion thereof. Xxxxxx and Xxxxxx’s managing agent (if any) shall be named as additional insureds on Xxxxxx’s liability insurance policy. Upon written request by Xxxxxx, changes in the name of Lessor or Xxxxxx’s managing agent shall be reflected on such certificate.

(d) Notice from Lessee’s Insurance Carrier. All policies of insurance to be provided by Lessee shall contain a provision (to the extent legally permitted) that the insurance company shall give Lessor 10 days’ written notice to Lessor, in advance of (1) any cancellation or non-renewal of the policy, (2) any reduction in the policy amount, and (3) any deletion of additional insureds.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 10

Basic Lease Information for Bankrate, Inc.

12.2

Waiver of Subrogation.

(a) If waiver of subrogation is not contained in the form language of the insurance policy, Lessor and Lessee may require that the other party’s fire, casualty, or liability insurance policy contain a waiver of subrogation clause. FOR PURPOSES OF WAIVER OF SUBROGATION, XXXXXX AND LESSEE RELEASE EACH OTHER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS BASED ON NEGLIGENCE OR OTHERWISE, FOR LOSS, DAMAGE, OR INJURY WHICH OCCUR HEREAFTER AND ARE INSURED AGAINST UNDER INSURANCE POLICIES CARRIED BY XXXXXX AND/OR LESSEE. The foregoing shall not apply to losses, damages, or injuries that are in excess of policy limits or that are not covered due to a deductible clause in the policy.

(b) Upon written request, Lessor and Xxxxxx shall furnish to each other copies of the policies of insurance referred to in this lease, including any waivers of subrogation, or satisfactory evidence of same.

12.3

Hold Harmless.

To the extent that it is not covered by Lessor or Lessor’s insurance, Lessee shall indemnify Lessor for and shall hold Lessor harmless from all fines, claims, liabilities, and suits (including costs and expenses of defending against same) resulting from any breach or nonperformance of the lease by Lessee or Lessee’s agents, employees, family, licensees, or invitees. To the extent that it is not covered by Lessee’s insurance, Lessor shall indemnify Lessee for and shall hold Lessee harmless from all fines, claims, liabilities, and suits (including costs and expenses of defending against same) resulting from any breach or nonperformance of the lease by Lessor or Lessor’s agents, employees, family, licensees, or invitees. To the extent that it is not covered by Lessor or Xxxxxx’s insurance, Lessor and Lessee shall not be liable to the other or the other’s agents, employees, or family for any damage to personal property resulting from any act, omission, or negligence of any other tenant, visitor, or occupant of the office building.

13.1

Alterations by Xxxxxx.

Lessee may not make any alterations, improvements, doorlock changes, or other modifications of any kind to the Leased Premises without Xxxxxx’s written consent. Consent for governmentally required changes or cosmetic alterations which exceed $10,000 may not be unreasonably withheld. “Alterations” include but are not limited to improvements glued, screwed, nailed, or otherwise permanently attached to the building, structural changes, roof and wall penetrations, and all plumbing, electrical, and HVAC changes. Requests for Lessor’s approval shall be in writing and shall be detailed to Lessor’s reasonable satisfaction. The foregoing shall be done only by Xxxxxx’s contractors or employees or by third parties approved by Lessor in writing. Lessee shall pay in advance for any requested alterations, improvements, lock changes, or other modifications which are approved and performed by Lessor. If same are performed by Lessee with Xxxxxx’s permission, Lessee shall not allow any liens to be placed against the buildings as a result of such additions or alterations. Alterations, improvements, and modifications done at Xxxxxx’s request shall comply with all applicable laws. Changes in Lessee’s alterations or improvements in Lessee’s space which may be later required by governmental action shall also be paid for by Xxxxxx. Notwithstanding anything contained herein to the contrary, Lessee shall be permitted to make decorative alterations or improvements such as painting, wall coverings, floor coverings or other cosmetic alterations for which no building permit is required and in the aggregate cost of less than $10,000 without the prior written consent of Lessor.

13.2

Americans With Disabilities Act.

Lessor shall be responsible for any requirements under the Americans with Disabilities Act or similar state or local laws as relate to any common area entrance and exit doorways and elevators and any doors into Lessee’s Office Space and to structural building items that Lessor is required to maintain under the terms of this lease. Xxxxxx agrees to indemnify Lessee for any liability Lessee shall incur as a result of Xxxxxx’s failure to comply with the provisions of this paragraph. Xxxxxx agrees to cooperate fully with Lessor to enable Lessor to timely comply with the provisions of this paragraph and to immediately forward to Lessor any notice Lessee receives regarding complaints, injuries, or claims by anyone claiming that those items which are the responsibility of Lessor do not comply with the provisions of the Americans with Disabilities Act. Lessee shall be responsible for any requirements under such architectural barrier laws as they relate to Xxxxxx’s positioning of Xxxxxx’s furnishings and equipment within Lessee’s Office Space. Xxxxxx agrees to indemnify Lessor for any liability Lessor shall incur as a result of Xxxxxx’s failure to comply with the provisions of this paragraph.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 11

Basic Lease Information for Bankrate, Inc.

14.1

Removal of Property by Xxxxxx.

Lessee may remove its trade fixtures, furniture, and equipment only if (1) such removal is made on or prior to the end of the lease term, (2) Lessee is not in default under this lease at time of removal, and (3) Lessee notifies Lessor in advance of such removal in writing and coordinates the same with property management and in accordance with Building rules. Lessee shall pay all costs of removal. Lessee shall have no rights to property remaining on the Leased Premises after moveout. Lessee may not remove any alterations as defined in paragraph 13.1 or improvements such as wall-to-wall carpeting, book shelves, window coverings, drapes, cabinets, paneling, counters, kitchen or breakroom built-ins, shelving, wall covering, and anything else attached to the floor, walls, or ceilings. If Lessor requests in writing, Lessee shall, immediately prior to moving out, remove any alterations, fixtures, equipment, and other property installed by Lessee. Lessee shall pay for cleaning or repairing damage caused by Xxxxxx’s removal of any property.

15.1

Subletting and Assignment.

Lessee may not sublet, assign, pledge, or mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises without Lessor’s prior written approval which shall not be unreasonably withheld. Sublessee’s financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor’s approval. Subject to the following paragraph, sale, transfer, or merger of the majority of the voting shares or voting partnership interests in Lessee (if a corporation or partnership) shall be considered an assignment; likewise for issuance of treasury stock or admission of a new general partner. However, if Lessor gives such approval, Lessor shall be entitled to, after subtracting any costs incurred by Lessee in connection with such transfer, 50% of any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment. The foregoing is in consideration of additional management performed or to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee a one-time fee equal to $750 plus actual out-of-pocket expenses, for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Xxxxxx. Approval by Lessor of any sublease or assignment shall not release Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of Lessee’s obligations under this lease unless otherwise specified in writing. Upon default by Xxxxxx, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee’s obligations under this lease, and (3) Lessor’s written approval is attached to the sublease or assignment. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion of Lessee’s Office Space that has been subleased or assigned to a third party; and Lessor may terminate the lease to the extent that it applies to such space and enter into a new direct lease with such assignee or sublessee.

Notwithstanding anything to the contrary set forth above, Lessee may, with prior written notice to Lessor but without the prior written approval of Lessor and without being subject to any of the provisions of the preceding paragraph, sublet or assign this lease or grant licenses, commissions, or other rights of occupancy to all or any part of the Leased Premises to the parent entity of Lessee, to any affiliate or wholly owned subsidiary of either Lessee or its parent entity, to any entity succeeding to substantially all of the assets of Lessee as a result of a consolidation or merger, or to any entity to which all or substantially all of the assets or voting capital stock of Lessee have been sold or transferred (the foregoing shall collectively be referred to herein as a “Permitted Transfer”). Any such sublessee or assignee shall be bound by all of the terms, covenants and provisions set forth herein. Lessee (except in the event of a merger where the assignee becomes the surviving entity) and such sublessee or assignee shall be jointly and severally liable hereunder after any such sublease or assignment.

16.1 Destruction by Fire or Other Casualty.

(a) Total destruction, rent abatement, and restoration. If Xxxxxx’s Office Space is totally damaged by fire or other casualty so that it cannot reasonably be used by Xxxxxx and if this lease is not terminated as provided in subparagraph (d) below, there shall be a total abatement of Lessee’s rent and Lessee’s obligation to pay office building operating expenses until Xxxxxx’s Office Space is restored by Lessor and Lessee.

(b) Partial destruction, rent abatement, and restoration. If Lessee’s Office Space is partially destroyed or damaged by fire or other hazard so that it can be only partially used by Lessee for the purposes allowed in this lease and if this lease is not terminated as provided in subparagraph (d) below, there shall be a partial abatement of Lessee’s rent and Lessee’s obligation to pay office building operating expenses which fairly and reasonably corresponds to the time and extent to which Xxxxxx’s Office Space cannot reasonably be used by Lessee.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 12

Basic Lease Information for Bankrate, Inc.

(c) Restoration. Lessor’s obligation to restore shall be limited to the condition of the Leased Premises existing prior to the casualty. Lessor shall proceed with diligence to restore. During restoration, Xxxxxx shall continue business to the extent practical in Lessee’s reasonable judgment.

(d) Lease termination. If Xxxxxx’s Office Space or the office center is so badly damaged that restoration and repairs cannot be completed within 6 months after the fire or casualty, then this lease may be terminated as of the date of the destruction by either Lessor or Lessee by serving written notice upon the other. Termination notice must be delivered within 30 days after the casualty. If this Lease is not so terminated and Lessor fails to diligently complete such reconstruction within such 6 month period, Lessee may terminate this Lease by giving written notice to Lessor at any time thereafter up until the date that Lessor actually delivers the Leased Premises with all reconstruction completed as evidenced by a certificate of occupancy for the common area and Lessee’s Office Space, as applicable.

17.1

Condemnation.

If the Leased Premises or any material portion thereof, including any portion of the parking lot is taken by condemnation and if the Leased Premises is thereby reasonably rendered unusable for Lessee’s business use and activities, this lease shall automatically terminate as of the date title vests in the condemning authority pursuant to such taking or acquisition; and Lessor and Lessee shall be relieved of all further obligations under this lease. Lessor shall be entitled to recover from the condemning authority the full amount of Lessor’s interest in this lease and in the property which is taken in condemnation; provided, however, if Xxxxxx is not in default hereunder on the day of taking or acquisition by the condemning authority, Lessee shall be allowed to recover from the condemning authority, at Xxxxxx’s own expense, the value of Xxxxxx’s remaining leasehold interest and Xxxxxx’s trade fixtures, if any, which are taken in condemnation; but not otherwise. Lessee shall be responsible for Xxxxxx’s own attorney’s fees and for proving its own damages.

18.1

Default by Lessor.

Lessee shall be entitled to recover actual damages and terminate this lease if (1) Lessor fails to pay any sum due and owing to Lessee within 7 days after written demand from Lessee, or (2) Lessor remains in default on any other obligation for 7 days after Xxxxxx’s written demand for performance. However, Lessor shall not be in default if Lessor promptly commences to cure such noncompliance and diligently proceeds in good faith to cure same after receiving written notice of such default. If taxes and utilities are not timely paid, Lessee may pay same to the extent that it is necessary to avert foreclosure or cutoff and Lessee shall be entitled to offset such amounts against base rent and additional rent next due and owing. If Lessor fails to perform any covenant, term or condition of this lease that Lessor is obligated to perform and, as a consequence of such nonperformance, Lessee shall recover a money judgment against Lessor, such judgment shall be satisfied only out of Lessor’s equity in the property, which shall include any proceeds therefrom, and/or Lessee shall be entitled to offset such amounts against base rent and additional rent next due and owing. Lessor shall have no personal liability whatsoever for any deficiency, and no other property or assets of Lessor shall be subject to levy, execution or other enforcement procedures as a result of such judgment.

19.1

Default by Lessee.

If Lessee defaults, Lessor shall have any or all remedies set forth below.

(a) Definition of default. The occurrence of any of the following shall constitute a default by Lessee: (1) failure to pay rent or any other sum due by Lessee under this lease within 7 days after written demand therefor by Lessor; (2) failure to vacate on or before the last day of the lease term, renewal term, or extension period; (3) failure to pay rent in advance on a daily basis in the event of unlawful holdover by Lessee; (4) intentionally deleted; (5) acquisition of Lessee’s interest in the lease by a third party by judicial or non-judicial process; or (6) failure to comply with any other provision of the lease (including rules) if such failure to comply is not cured as soon as possible after delivery of written notice by Lessor to Lessee. However, Lessee shall not be in default under subclause (6) above if Lessee promptly commences to cure such noncompliance and diligently proceeds in good faith to cure same after receiving written notice of such default.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 13

Basic Lease Information for Bankrate, Inc.

(b) Utilities and services. If Lessee is in default for nonpayment of rent or other sums due and if Lessee fails to pay same in full within 3 days after Lessor hand delivers to Lessee or to Lessee’s representative written notice of Xxxxxx’s intent to terminate utilities or services which are furnished by Lessor, then Lessor may terminate such utilities or services after such 3-day notice period, without further notice, if permitted under applicable law. Lessor’s right to terminate such utilities or services shall occur automatically and without notice if Lessee’s rent is accelerated under subparagraph (d) below.

(d) Acceleration. If (i) Lessee is in default for nonpayment of rent or other sums due hereunder (i.e. – after the expiration of the 7-day period referred to in Section 19.1(a)(1), above), and if Lessee fails to pay the same in full within 3 business days after Lessor delivers to Lessee a written notice of Lessor’s intent to accelerate in accordance with paragraph 29.1, or (ii)Lessee is lawfully evicted or properly “locked out” under Texas law in the event of a default which remains uncured after the expiration of any applicable notice and cure period, all remaining base rents for the remainder of the lease term shall be accelerated immediately and automatically, without demand or notice provided that (i) Lessor shall take commercially reasonable efforts to mitigate its damages as provided in subsection (g) below, and (ii) any rents received from a replacement tenant shall reduce Lessee’s obligations hereunder. Such acceleration rights are in consideration of the rentals for the entire term being payable in monthly installments rather than in one lump sum at the beginning of the lease term.

(e) Termination of possession. If Lessee is in default as defined in subparagraph (a) above which default remains uncured following the expiration of the notice and cure period set forth in subsection (a) above, and if Lessee remains in default for 3 days after Lessor gives notice of such default to Lessee, Lessor may (with or without demand for performance) terminate Xxxxxx’s right of possession by giving one day’s written notice to vacate; and Lessor shall be entitled to immediate possession without termination of Lessee’s obligations under the lease. Lessor’s repossession shall not be considered an election to terminate this lease unless written notice of such intention to terminate is given to Lessee by Lessor. Repossession may be by voluntary agreement or by eviction lawsuit. Commencement of an eviction lawsuit shall not preclude other Lessor remedies under this lease or other laws.

(f) Reletting costs. If Lessee is in default under this lease and if Lessor terminates Lessee’s right of possession without terminating this lease and Lessee’s space is released, Lessee shall pay upon Lessor’s demand the following: (1) all costs of reletting (which in no event shall be less than one month’s rent), including leasing commissions, rent concessions (whether in the form of assuming or buying out lease remainders elsewhere, free rent for a period of time, or reduced rental rates), utilities during the vacancy, advertising costs, administrative overhead, and all costs of repair, remodeling, or redecorating for replacement tenants in Lessee’s Office Space, (2) all rent and other indebtedness due from Lessee to Lessor through the date of termination of Lessee’s right of possession, and (3) all rent and other sums required to be paid by Lessee during the remainder of the entire lease term, subject to the acceleration paragraphs above.

(g) Mitigation by Xxxxxx. Upon eviction or termination of possession without the lease being terminated by Lessor, Lessor shall make reasonable efforts to relet the Leased Premises. After deduction of reasonable expenses incurred by Lessor, Lessee shall receive credit for any rentals received by Lessor through reletting the Leased Premises during the remainder of the lease term or renewal or extension period. Such deductible expenses may include real estate commissions, attorney’s fees, and all other expenses in connection with reletting. Lawsuit to collect amounts due by Lessee under this lease may be brought from time to time on one or more occasions without the necessity of Lessor’s waiting until the expiration of the lease term. If judgment for accelerated rents is recovered, Lessor shall give credit against such judgment for subsequent payments made by Xxxxxx and subsequent rentals received by Lessor from other tenants of Lessee’s Office Space, less lawful deductions and expenses of reletting.

(h) Termination of lease. Lessor may terminate this lease (as contrasted to termination of possession rights only) upon default by Lessee which remains uncured following any applicable notice and cure periods therefor or at any time after Lessor’s lawful re-entry or repossession following default by Lessee which remains uncured following any applicable notice and cure periods therefor. Lessor’s agents have authority to terminate the lease only by written notice given pursuant to paragraph 29.1.

(i) Damages. In addition to other remedies, Lessor may recover actual damages incurred.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 14

Basic Lease Information for Bankrate, Inc.

20.1

Lien for Rent.

(a) Notwithstanding anything to the contrary in this lease, Xxxxxx’s landlord lien (statutory or otherwise) shall be subordinate to any existing security interest and any future purchase money security interests on Xxxxxx’s personal property. Lessor shall cooperate in signing lien subordinations in accordance with the foregoing. Any lien subordination shall be on forms reasonably acceptable to Lessor.

(b) Subject to the limitations of subparagraph (a) above, Xxxxxx gives to Lessor a contractual lien on all of Lessee’s property which may be found on the Leased Premises to secure payment of all monies and damages owed by Lessee under the lease to the extent owned by Xxxxxx. Such lien also covers all insurance proceeds on such property. Lessee shall not remove such property while rent or other sums remain due and unpaid to Lessor and such property shall not be removed until all Lessee’s obligations under the lease have been complied with. This lien is in addition to Lessor’s statutory lien under Section 54.021 of the Texas Property Code. If Lessee is in default for nonpayment of rent or any other sums due by Lessee which remains uncured following any applicable notice and cure periods therefor, Lessor’s representatives may peacefully enter the Leased Premises and remove and store all property. If Lessor removes any property under this lien, Lessor shall leave the following information in a conspicuous place inside Lessee’s Office Space: (1) written notice of exercise of lien, (2) a list of items removed, (3) the name of Xxxxxx’s representative who removed such items, and (4) the date of such removal. Lessor shall be entitled to reasonable charges for packing, removing, or storing abandoned or seized property, and may sell same at public or private sale (subject to any properly recorded chattel mortgage or recorded financing statement) after 30 days’ written notice of time and place of sale is given to Lessee by certified mail, return receipt requested. Upon request by Xxxxxx, Xxxxxx shall acknowledge the above lien rights by executing a UCC-1 form or similar form reflecting same.

21.1

Attorney’s Fees, Interest, and Other Expenses.

If Lessee or Lessor is in default and if the nondefaulting party places the lease in the hands of an attorney in order to enforce lease rights or remedies, the nondefaulting party may recover reasonable attorney’s fees from the defaulting party even if suit has not been filed. In any lawsuit enforcing lease rights, the prevailing party shall be entitled to recover reasonable attorney’s fees from the nonprevailing party, plus all out-of-pocket expenses. Trial shall be to judge only. All delinquent sums due by Lessor or Lessee shall bear interest at the maximum lawful rate of interest, compounded annually, not to exceed 12%, from date of default until paid, plus any late payment fees. Late payment fees as set forth in paragraph 3.2 shall be considered reasonable liquidated damages for the time, trouble, inconvenience, and administrative overhead expense incurred by Lessor in collecting late rentals, such elements of damages being uncertain and difficult to ascertain. Late payment fees shall not be liquidated damages for attorney’s fees or for Lessor’s loss of use of such funds during the time of delinquency.

22.1

Nonwaiver.

The acceptance of monies past due or the failure to complain of any action, nonaction, delayed payment, or default, whether singular or repetitive, shall not constitute a waiver of rights or obligations under the lease. Lessor’s or Lessee’s waiver of any right or any default shall not constitute waiver of other rights, violations, defaults, or subsequent rights, violations, or defaults under this lease. No act or omission by Lessor or Lessor’s agents shall be deemed an acceptance or surrender of the Leased Premises, and no agreement by Xxxxxx to accept a surrender of the Leased Premises shall be valid unless it is in writing and signed by a duly authorized agent of Lessor.

23.1

Building Rules.

Lessor’s rules for the office building are attached as Exhibit F-2 and are subject to reasonable change if the changes are applicable to all tenants of the office building. Separate parking rules are contained in paragraph F-1. Xxxxxx agrees to provide a copy of the Office Building Rules (Exhibit F-2) to each of Lessee’s employees.

24.1

Transfer of Ownership by Xxxxxx.

If Lessor transfers ownership of the office building (other than as security for a mortgage) and if Xxxxxx has delivered to the transferee all of Lessee’s security deposits and any prepaid rents, Lessor shall be released from all liability under the lease; and such transferee shall become liable as Lessor. Such right to be released of liability shall accrue to subsequent owners only if such transfer is in good faith and for consideration.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 15

Basic Lease Information for Bankrate, Inc.

25.1

Mortgages.

Unless otherwise provided in this lease, Xxxxxx shall subordinate and attorn to mortgage liens now or hereafter on the office building. Xxxxxx agrees to execute, from time to time, documentation therefor which is necessary in the reasonable judgment of Xxxxxx. Other than the provisions already set forth in this lease, there are no special lease provisions which are required by lienholders of the office building. This lease shall be subordinate to all existing and future mortgages; provided that so long as Lessee is not in default of its obligations under this Lease beyond any applicable notice and cure periods, such mortgagee, its successors or assigns shall not disturb Lessee’s occupancy and use of the Leased Premises. However, such mortgagees may at any time subordinate their lien to this lease by filing a subordination notice in the county real property records without necessity of notice to Xxxxxx. Xxxxxx xxxxxx and holds any mortgagee or holder of a security interest harmless from all claims of Xxxxxx against Lessor arising prior to such mortgagee succeeding to the Lessor’s ownership interest in the property.

26.1

Surrender of Premises.

When Xxxxxx moves out, Xxxxxx shall surrender Xxxxxx’s Office Space in the same condition as on the date of lease commencement by Xxxxxx (as changed or improved from time to time in accordance with this lease), less ordinary wear and casualty loss. Removal of property from the Leased Premises is subject to paragraph 14.1. Upon surrender, Lessee shall provide Lessor with all of Lessee’s keys, access codes and cards to the Leased Premises and the combination to all safes and vaults, if any in the Leased Premises.

27.1

Holding Over.

If Lessee remains in possession of the Leased Premises after the expiration or mutually-agreed termination date of the lease, without the execution by Lessor and Lessee of a new lease or a renewal or extension of the lease, then (1) Lessee shall be deemed to be occupying the Leased Premises as a tenant-at-sufferance on a daily basis, subject to all obligations of the lease, (2) Lessee shall pay rent for the entire holdover period at one hundred fifty percent (150%) of the then-current rental rate (3) Lessee shall be subject to all other remedies of Lessor as provided in paragraph 19.1, (4) Lessee shall indemnify Lessor for actual damages, including lost rentals, storage expenses, and attorney’s fees, and (5) at Lessor’s sole option, Lessee may extend the lease term for a period of one month at the then current rental rates for the office building, as reasonably determined by Lessor, by hand delivering written notice to Lessee or to Xxxxxx’s Office Space while Lessee is holding over. Holdover rents shall be immediately due on a daily basis and delinquent without notice or demand; and the prior written notice and waiting period requirements of this lease shall not be necessary in order for Lessor to exercise remedies thereunder.

28.1

Signs and Building Name.

Except for standard suite signage and building directory listings, there shall be no signs, symbols, or identifying marks on or in the building, halls, elevators, staircases, entrances, parking areas, landscape areas, doors, walls, or windows without prior written approval of Lessor. If the lease term is less than twelve (12) months, the cost of initial suite signage for Xxxxxx’s space and initial directory strips shall be at Lessee’s expense. All signs or lettering shall conform to the sign and lettering criteria established by Lessor. Unless otherwise stated in the rules, suite signage and building directory changes shall be done exclusively by Lessor and at Lessee’s expense. Lessor may remove all unapproved signs without prior notice to Lessee and at Xxxxxx’s expense. Lessor may change the name of the building upon six months’ written notice to Xxxxxx.

28.2

Intentionally deleted.

29.1

Notices.

Whenever written notice is required or permitted under this lease, such notice shall be in writing and shall be either (a) hand delivered personally to the party being notified, or (b) delivered at such party’s mailing address by certified mail, return receipt requested, postage prepaid or reputable overnight courier. The mailing address of Lessor shall be the address to which Lessee normally mails or delivers the monthly rent unless Lessor notifies Lessee of a different address in writing. The mailing address of Lessee shall be Lessee’s Office Space under this lease; provided that a copy is also provided directly to Bankrate, Inc., 00000 XX Xxxxxxx Xxx Xxxxx 000, Xxxxx Xxxx Xxxxx., XX 00000 ATTN: Xxxxx Xxxxx and Gunster, Xxxxxxx & Xxxxxxx, P.A., 000 Xxxx Xxx Xxxx Xxxx., Xxxxx 0000, Xxxx Xxxxxxxxxx, XX 00000, Attn: Xxxxxxxx XxXxxx-Xxxxxx, Esq. However, if Xxxxxx moves out, it shall be Xxxxxx’s last address known by Xxxxxx. Hand delivered notice is required only when expressly required in the lease. Notice by noncertified mail is sufficient if actually received by the addressee or an employee or agent of addressee. The term “notice” shall be inclusive of notices, xxxxxxxx, requests, and demands. Attorneys shall be authorized to give and receive notices on behalf of their respective clients.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 16

Basic Lease Information for Bankrate, Inc.

30.1

Estoppel Certificates.

From time to time, upon 20 days’ prior written request from Lessor, Xxxxxx shall execute and deliver to Lessor the estoppel certificate attached as Exhibit G. The form in Exhibit G may be changed as reasonably required by a prospective purchaser or lender. If any statement in the estoppel certificate form is contrary to the facts existing at the time of execution of such form, Lessee may correct same before signing. Reasonable modifications in the form may be made as requested by a prospective lienholder or purchaser. The estoppel certificate may be conclusively relied upon by Lessor and by any prospective lienholder or purchaser of the Leased Premises. If Lessee fails to comply with the foregoing by the end of such 20-day period, it shall be conclusively presumed that (1) this lease is in full force and effect without any subleases or assignments and is unamended or modified except for amendments verified by affidavit of Lessor to the prospective lienholder or purchaser, (2) no rents, security deposits, or other charges have been prepaid, (3) the statements contained in the estoppel certificate form (Exhibit G) are correct, (4) there are no uncured defaults by Lessor, (5) Lessee has no right of offset or rescission, and (6) any prospective purchaser or lienholder may conclusively rely on such silence or noncompliance by Lessee and may conclusively assume no Lessor defaults within the 120 days following Lessee’s receipt of Lessor’s request for an estoppel certificate.

31.1

Successors.

This lease shall bind and inure to the benefit of the parties, any guarantors of this lease, and their respective successors and assigns.

31.2

Leasing Agent Commissions.

No leasing commission shall be due by Lessor to any leasing agent unless in writing. Commission agreements executed by Lessor shall be binding on subsequent building owners if the tenant of the lease in question is in possession at the time of transfer of building ownership. Lessor shall indemnify, defend and hold harmless Lessee from and against any claims arising from Xxxxxx’s failure to pay any sums due under any commission agreement executed by Xxxxxx in connection with this Lease.

32.1

Building Operating Expense.

In addition to the monthly base rent in paragraph 2.1, Lessee shall pay additional rent on a monthly basis, equivalent to Xxxxxx’s prorata share of actual building operating expenses as per Exhibit C which exceed the actual building operating expenses for the base year 2013. Lessee’s responsibility for payment of building operating costs shall be subject to the expense stop referred to in Basic Lease Information #8. “Building” includes multiple buildings in a building complex if they are operated as a single office building complex (provided that Xxxxxx’s prorata share shall be adjusted to reflect the rentable square footage of the Leased Premises divided by the rentable square footage of all of the buildings in the building complex).

33.1

Representations and Warranties by Xxxxxx.

Lessor warrants that Lessor is the sole owner of the land and improvements comprising the office building and that Lessor has full right to enter into this lease. Lessor’s duties and warranties are limited to those expressly stated in this lease and shall not include any implied duties or implied warranties, now or in the future. No representations or warranties have been made by Lessor other than those expressly contained in this lease.

34.1

Representations and Warranties by Xxxxxx.

Lessee warrants to Lessor that (1) the financial statements of Lessee heretofore furnished to Lessor are true and correct to the best of Lessee’s knowledge, (2) there has been no significant adverse change in Lessee’s financial condition since the date of the financial statements, (3) the financial statements fairly represent the financial condition of Lessee upon those dates and at the time of execution hereof, (4) there are no delinquent taxes due and unpaid by Lessee, and (5) Lessee and none of the officers or partners of Xxxxxx (if Lessee is a corporation or partnership) have ever declared bankruptcy. Lessee warrants that Lessee has made no material misrepresentation or material omission of facts regarding Lessee’s financial condition or business operations. All financial statements must be dated and signed by Xxxxxx. Xxxxxx acknowledges that Lessor has relied on the above information furnished by Lessee to Lessor and that Lessor would not have entered into this lease otherwise.

35.1

Place of Performance.

Unless otherwise expressly stated in this lease, all obligations under this lease, including payment of rent and other sums due, shall be performed in the county where the office building is located, at the address designated from time to time by Lessor.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 17

Basic Lease Information for Bankrate, Inc.

36.1

Miscellaneous.

This lease contains the entire agreement of the parties. NO OTHER WRITTEN OR ORAL PROMISES OR REPRESENTATIONS HAVE BEEN MADE, AND NONE SHALL BE BINDING. This lease supersedes and replaces any previous lease between the parties on Lessee’s Office Space, including any renewals or extensions thereunder. Except for reasonable changes in written rules, this lease shall not be amended or changed except by written instrument, signed by both Xxxxxx and Xxxxxx. XXXXXX’S AGENTS DO NOT AND WILL NOT HAVE AUTHORITY TO (1) MAKE EXCEPTIONS, CHANGES OR AMENDMENTS TO THIS LEASE, OR FACTUAL REPRESENTATIONS NOT EXPRESSLY CONTAINED IN THIS LEASE, (2) WAIVE ANY RIGHT, REQUIREMENT, OR PROVISION OF THIS LEASE, OR (3) RELEASE LESSEE FROM ALL OR PART OF THIS LEASE, UNLESS SUCH ACTION IS IN WRITING AND SIGNED BY BOTH PARTIES TO THIS LEASE. Multiple lessees shall be jointly and severally liable under this lease. Notices, requests, or agreements to, from, or with one of multiple lessees shall be deemed to be to, from, or with all such Lessees. Under no circumstances shall Lessor or Lessee be considered an agent of the other. Nonsubstantial errors in space footage calculations shall entitle the parties to correct the rental figures in the lease and adjust rentals previously paid to present Owner accordingly, but not to terminate the lease. The lease shall not be construed against either party more or less favorably by reason of who drafted the lease or changes in the lease. Texas law applies. If any date of performance or exercise of a right ends on a Saturday, Sunday, or state holiday, such date shall be automatically extended through the next business day. Time is of the essence; and all performance dates, time schedules, and conditions precedent to exercising a right shall be strictly adhered to without delay except where otherwise expressly provided. If any provision of this lease is invalid under present or future laws, the remainder of this lease shall not be affected.

37.1

Special Conditions.

Additional provisions of this lease are set forth in Exhibit J.

38.1

Exhibit List.

The exhibits attached to this lease are listed below. All exhibits are a part of this lease except for those which have been lined out or which have been shown below as omitted.


Exhibit A		Floor Plan of Lessee’s Office Space (paragraph 1.1)
Exhibit B		Legal Description of Office Building (paragraph 1.1)
Exhibit C		Building Operating Expense Passthrough Calculations (paragraphs 2.1 and 32.1)
Exhibit D		Acknowledgment of Lease (paragraph 4.2)
Exhibit E		Construction by Lessor (paragraph 5.1)
Exhibit E-1		Space Plan
Exhibit F-1		Parking Rules (paragraphs 9.2 and 23.1)
Exhibit F-2		Building Rules (paragraph 23.1)
Exhibit G		Estoppel Certificate (paragraph 30.1)
Exhibit H		Lease Guaranty (paragraph 37.1)
Exhibit I		Corporate Resolution Authorizing Lease or Guaranty (paragraphs 37.1 and 39.1)
Exhibit J		Special Conditions (paragraph 37.2)
Exhibit K		Hazardous Materials Statement
Exhibit L		Acknowledgment of Receipt of Agency Disclosure

39.1 Lease Dates and Authority to Sign.

The “identification” date of this lease is the 21^st day of January 2013 (the same date as at the top of Basic Lease Information). The “effective date” on which this lease becomes binding is the date on which the lease has been signed by Xxxxxx, Lessee, and any guarantors. The names and signatures of all parties are shown below; and all persons signing have been duly authorized to sign. IF LESSEE IS A CORPORATION, A CORPORATE RESOLUTION AUTHORIZING LESSEE TO EXECUTE THIS LEASE IS ATTACHED AS EXHIBIT I. Corporate seals are unnecessary under Texas law.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 18

Basic Lease Information for Bankrate, Inc.


LESSOR				LESSEE

ECHELON HOLDINGS, LTD.				Bankrate, Inc.
Printed name of company or firm (if applicable)				Printed name of company or firm (if applicable)

XXXX XXXX
Printed name of person signing				Printed name of person signing


Signature				Signature

VICE PRESIDENT, XXXXXX XXXXXXX, INC., GENERAL PARTNER ECHELON HOLDINGS, LTD.
Title of person signing (if applicable)				Title of person signing (if applicable)


Date signed (Please initial all pages and exhibits)				Date signed (Please initial all pages and exhibits)

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 19

Basic Lease Information for Bankrate, Inc.

Exhibit A: Floor Plan of Lessee’s Office Space

(see paragraph 1.1 of lease)

The parties agree that the floor plan below is a true and correct diagram of Xxxxxx’s Office Space referred to in paragraph 1.1.

Echelon IV, Suite 400

18,335 RSF

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 20

Basic Lease Information for Bankrate, Inc.

Exhibit B: Legal Description of Office Building

by lot, block, subdivision, and county or

by xxxxx and bounds description

(see paragraph 1.1 of lease)

ECHELON IV:

Lot 1 of The Echelon, Section 3, an addition in Xxxxxx County, Texas, as recorded in Volume 84, Page 151B, Plat records of Xxxxxx County, Texas.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 21

Basic Lease Information for Bankrate, Inc.

Exhibit C: Building Operating Expense Passthrough Calculations

(see paragraphs 2.1 and 32.1 of lease)

Page One of Two

(a) “ESTIMATED” PRORATA BUILDING OPERATING EXPENSES. On or before the beginning of each calendar year, Lessor shall calculate the estimated building operating expenses for that calendar year, according to the criteria in subparagraph (c) below. One-twelfth of Lessee’s prorata share of estimated building operating expenses which are in excess of any expense stop shall be due on the first of each month as additional rent.

(b) YEAR-END ADJUSTMENT FOR OVERPAYMENT OR UNDERPAYMENT BY XXXXXX BECAUSE OF DIFFERENCES BETWEEN “ESTIMATED” AND “ACTUAL” BUILDING OPERATING EXPENSES. After each calendar year of the lease term and renewal or extension periods, Lessor shall determine the actual building operating expenses for that calendar year. If it is then determined that actual building operating expenses were less than estimated expenses and that Xxxxxx’s monthly payments of estimated expenses over Xxxxxx’s expense stop figure were too much, Lessor shall promptly credit to Lessee the excess amount paid by Lessee (or promptly refund the difference to Lessee following the expiration or earlier termination of the Lease for reasons other than following a default by Lessee). If it is determined that actual building operating expenses were more than estimated expenses and that Xxxxxx’s monthly payments of estimated expenses over Xxxxxx’s expense stop figure were insufficient, Lessor shall invoice Lessee for the amount of Lessee’s underpayment. Payment thereof shall be due within thirty (30) days following delivery of invoice to Lessee. Payment may be made prior to or with the next scheduled rental payment, but not later. The foregoing calculations and adjustments may also be made one or more times during the calendar year, at Lessor’s option.

(c) DEFINITION OF BUILDING OPERATING EXPENSES. Building operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building and on-site personal property used in operation of the building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ worth of expenses. Building operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements to reduce operating expenses, (ii) improvements required by governmental agencies following completion of the building, and (iii) carpeting, floor covering, draperies, and wall coverings for the common areas of the building. Building operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “building” as referred to above shall include the building, parking areas, parking garage (if any), and common areas.

Building operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems.

If utilities and taxes included in “Building Operating Expense” are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid.

(d) DEFINITION OF PRORATA SHARE. Xxxxxx’s prorata share of estimated and actual building operating expenses is the percentage result of dividing “Lessee’s rentable area” (which is set forth in Basic Lease Information #4) by the total rentable area in the entire building.

(e) DELAY IN IMPLEMENTATION. At Lessor’s option, adjustments may be delayed. Lessor’s delay in implementing such adjustments shall not waive Lessor’s right thereto, and the most recent monthly rental figures shall continue to be

EXHIBIT C (cont’d)

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 22

Basic Lease Information for Bankrate, Inc.

Page Two of Two

paid during such delay. If Lessor delays in timely calculating adjustments, such adjustments shall be retroactive to the respective date on which Lessor had a right to make such adjustment; and such delayed rent adjustments shall become due within thirty (30) days following written notice to Xxxxxx.

(f) EXAMINATION OF RECORDS. Upon reasonable notice to Lessor in writing, Lessee may examine or audit Lessor’s accounting records for building operating expenses for the year immediately preceding and other data used in calculating additional rents or rent adjustments. Examination or audit of building operating expenses for a particular year may be conducted no later than 180 days after Xxxxxx’s receipt of a reconciliation notice or statement of building operating expenses for that year. If not examined or audited within the 180-day period, such reconciliation shall be deemed as accepted and agreed to by all parties. All costs and expenses of the examination or audit shall be paid by Lessee unless the same shows that Lessor overstated building operating expenses for the audited year by more than five percent (5%), in which case Lessor shall pay all reasonable costs and expenses of the examination or audit

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 23

Basic Lease Information for Bankrate, Inc.

Exhibit D: Acknowledgement of Lease

Page One of Two

(TO BE SIGNED AT MOVE-IN)

The undersigned parties acknowledge that the lease described below is in full force and effect and that Xxxxxx has taken possession of the space.


Date of lease:		January 21, 2013
Lessor:		Echelon Holdings, Ltd.
Lessee:		Bankrate, Inc.
Guarantor:		Bankrate, Inc.
Building name:		Xxxxxxx XX
Suite No.:		400
Building address:		9430 Research Blvd.
City/County/State/Zip:		Austin / Xxxxxx / Texas / 78759
Legal description of property:		See Exhibit B of Lease

The commencement date, annual anniversary date, and ending date of the initial lease term as defined in paragraph 4.1 of above lease are as follows:


Commencement date (month, day, year):		August 1, 2013
Annual Anniversary date (month, day):		December 1
Ending date (month, day, year):		November 30, 2018

The parties acknowledge that the lease has not been amended or modified and that this acknowledgment may be filed of record with the Texas Secretary of State or the county where the building is located in order to record (1) Xxxxxx’s possession rights to the Leased Premises, and (2) Lessor’s contractual landlord lien rights over all personal property therein and any security deposit posted by Xxxxxx. The entire lease is hereby affirmed and incorporated herein. The lease will cease to be an encumbrance to Xxxxxx’s title if Lessor files an affidavit of record, stating that Xxxxxx no longer occupies the premises and that Xxxxxx’s right of possession has been lawfully terminated.


LESSOR				LESSEE
(To be signed at move-in)				(To be signed at move-in)

ECHELON HOLDINGS, LTD.				BANKRATE, INC.
Printed name of company or firm (if applicable)				Printed name of company or firm (if applicable)

XXXX XXXX
Printed name of person signing				Printed name of person signing


Signature				Signature

VICE PRESIDENT, XXXXXX XXXXXXX, INC., GENERAL PARTNER ECHELON HOLDINGS, LTD.
Title of person signing (if applicable)				Title of person signing (if applicable)


Date signed				Date signed

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 24

Basic Lease Information for Bankrate, Inc.

EXHIBIT D (cont’d)

Page Two of Two

STATE OF TEXAS

COUNTY OF

This instrument was acknowledged before me on by on behalf of the above stated XXXXXX and in the above stated capacity.

Notary Public for the State of Texas


Printed name of notary
My commission expires

STATE OF TEXAS

COUNTY OF

This instrument was acknowledged before me on by on behalf of the above stated XXXXXX and in the above stated capacity.

Notary Public for the State of Texas


Printed name of notary
My commission expires

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 25

Basic Lease Information for Bankrate, Inc.

Exhibit E: Construction by Lessor

(see paragraph 5.1 of lease)


Lessor		Echelon Holdings, Ltd.
Lessee		Bankrate, Inc.
Date of lease		January 21, 2013
Office Space		400
Building name / address		Xxxxxxx XX / Austin, Texas 78759

1.	Interior Improvements.

Reference herein to “Interior Improvements” shall include all work to be done in Lessee’s Office Space pursuant to the Interior Improvements Plans (defined in paragraph 2 below), including, but not limited to, partitioning, doors, ceilings, floor coverings, wall finishes (including paint, wallpaper, fabric and all other coverings), electrical (including lighting, switching, telephones, outlets, etc.), computer cabling and phone wiring, plumbing, heating, ventilating and air conditioning, fire protection, cabinets, and other millwork, and any other improvements required by Lessee which are specifically included in the Interior Improvements Plans. Xxxxxx and Xxxxxx hereby agree that unless otherwise agreed to, the design architect for the Interior Improvements will be STG Architects (the “Interior Design Architect”) and the general contractor for the construction of the Interior Improvements will be mutually selected by Xxxxxx and Lessor (the “Contractor”).

2.	Interior Improvements Plans.

Attached hereto as Exhibit E-1 is Xxxxxx’s space plan and materials and finishes for the layout and construction of Interior Improvements in Lessee’s Office Space, which has been approved by Lessor and Less ee(the “Space Plan”). Interior Design Architect shall prepare final working drawings and specifications for the Interior Improvements based on the Space Plan and submit the same to Lessee for Lessee’s approval by no later than March 18, 2013. Such final working drawings and specifications are referred to herein as the “Interior Improvements Plans”. A copy of the Interior Improvements Plans, and each revised version thereof, shall also be submitted to Lessor for Lessor’s reasonable approval simultaneously with submission to Lessee. Lessee and Lessor shall promptly review each version of the Interior Improvements Plans and deliver any comments to the Interior Design Architect expeditiously, and in no event later than five (5) days after receipt of the same. So long as the Interior Improvements Plans are substantially consistent with the Space Plan, the Interior Improvements Plans shall be finally approved by Lessee and Lessor not later than March 31, 2013. After final approval of the Interior Improvements Plans by Lessor and Lessee, Lessor shall promptly solicit at least three (3) bids for the construction of the Interior Improvements and Lessor and Lessee shall promptly and in no event later than 2 business days following receipt of the third bid, mutually select the Contractor. Interior Design Architect shall promptly submit the Interior Improvement Plans to the appropriate governmental body for plan checking and issuance of a building permit. Lessor and Lessee agree that, as part of the contract price, Contractor shall be obligated to restore and/or reconnect any existing lines or cabling that are cut or disconnected during construction as Lessee intends to utilize the same. The Interior Design Architect, with Xxxxxx’s cooperation, shall cause to be made to the Interior Improvements Plans any changes necessary to obtain the building permit. Lessor’s approval of the Interior Improvements Plans shall create or impose no liability or responsibility on Lessor for their completeness, design sufficiency or compliance with all applicable laws, rules and regulations of governmental agencies or authorities. Lessee shall work together with the Interior Design Architect, Lessor and the Contractor diligently to finally approve the Interior Improvements Plans and the final pricing for the construction of the Interior Improvements not later than April 30, 2013. For purposes of Section 4.1 of the Lease regarding Lessee Delays, Lessee will be held strictly to the foregoing time periods and such time periods will not be tolled or extended due to Lessee’s failure to finally approve the Interior Improvements Plans and the final pricing for the construction of the Interior Improvements so long as the same is substantially consistent with the Space Plan and the delay is not caused by any failure of the Lessor, Interior Design Architect or Contractor in meeting the above time periods.

3.	Final Pricing and Drawing Schedule.

Concurrently with the plan checking, Lessor shall have prepared a final pricing for Xxxxxx’s approval, taking into account any modifications which may be required to reflect changes in Interior Improvements Plans required by the city or county in which the Leased Premises are located. After final approval of the Interior Improvement Plans, no further changes

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 26

Basic Lease Information for Bankrate, Inc.

may be made thereto without the prior written approval from both Lessor and Xxxxxx, and then only after agreement by Lessee to pay any excess costs resulting from the design and/or construction of such changes to the extent that the total cost of the Interior Improvements exceeds the Allowance (hereinafter defined).

4.	Construction of Interior Improvements.

After the Interior Improvement Plans have been prepared and approved, the final pricing has been approved, a building permit for the Interior Improvements has been issued, the Contractor shall begin and thereafter diligently proceed with the construction and installation of the Interior Improvements in accordance with Interior Improvement Plans and consistent with local industry custom and procedure. Lessor shall supervise the completion of such work (at no cost to Lessee, it being agreed that Lessor shall provide construction management at no cost to Lessee) and shall secure substantial completion of the work in a timely manner. The cost of such work shall be paid as provided in Section 5 below. Lessor shall not be liable for any direct or indirect damages as a result of delays in construction beyond Lessor’s reasonable control arising as a result of acts of God or delays by Lessee or Lessee’s agents or employees. Lessor’s work shall be performed (a) in a good and workmanlike manner and free from defects, (b) substantially in accordance with the plans attached hereto, and (c) in compliance with all applicable laws, rules, regulations, permits and approvals. All materials and equipment installed as part of Lessor’s work shall be of first quality and at least equal to the applicable standards for the Building then established by Lessor, and no such materials or equipment shall be subject to any lien or other encumbrance. Lessee shall have the right to physically inspect Lessor’s work prior to accepting possession on the Commencement Date and Lessor shall cause the Contractor to promptly repair or complete any minor “punch-list” items that are not complete as of such date; it being understood that Lessee shall present all “punch-list” items in one (1) list.

5.	Payment for the Interior Improvements.

Lessee shall be responsible for the entire cost of the design, construction and permitting of the Interior Improvements. In order to defray a portion of the cost of the Interior Improvements, however, Lessor hereby grants to Lessee an “Allowance” in the amount of Two Hundred Twenty-Nine Thousand One Hundred Eighty-Seven and 50/100 Dollars ($229,187.50), which is based on $12.50 per rentable square foot within the Premises.

In the event that the cost of installing the Interior Improvements, as established by the final pricing schedule agreed upon by Xxxxxx and Lessee pursuant to subparagraph 2 above, shall exceed the Allowance, the excess (the “Excess”) shall be paid by Lessee to Lessor one-half (¹/₂) upon commencement of the work and one-half (¹/₂) upon completion or occupancy by Lessee, whichever is the earlier. Further, Lessor shall not be obligated to commence construction of the Interior Improvements until Lessor is in receipt of payment of the first ¹/₂ of such Excess. If the actual costs for construction of the Interior Improvements are less than the above-referenced allowance, the Lessee will not receive a credit for the unspent portion of the allowance.

Lessee may exchange up to the first four (4) months of abated rent and obtain $28,526.67 in additional improvement allowance for each month of returned abated rent.

If Xxxxxx provides written notice prior to the Lease commencement date to Lessor that Xxxxxx agrees to increase the initial Lease Term Specified in Basic Lease Information #6, then (i) the Allowance shall be increased by an additional $0.20833 per rentable square foot for each additional month that Lessee agrees to increase the initial Lease Term; (ii) Lessee shall continue to have the right to exchange up to the first four (4) months of abated rent and obtain $28,526.67 in additional improvement allowance for each month of returned abated rent; (iii) Lessee shall continue have the renewal option set forth on Exhibit J; and (iv) Base Rent for each additional 12 months of increased Lease Term (or prorata portion thereof) shall increase by $0.50 per rentable square foot for each additional 12 month period (or prorate portion thereof).

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 27

Basic Lease Information for Bankrate, Inc.

EXHIBIT E-1: SPACE PLAN

Improvements:

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 28

Basic Lease Information for Bankrate, Inc.

Exhibit F-1: Office Building Parking Rules

(see paragraph 9.2 of lease)

It is the desire of Lessor to maintain and operate the parking garage and parking areas in an orderly manner. The following rules and regulations apply to all tenants in the building and their agents, employees, family, licensees, invitees, visitors, and contractors unless otherwise stated. Lessor reserves the right to rescind these rules, make reasonable changes, or make other reasonable rules and regulations for the safety, care, and cleanliness of the parking garage, if applicable, and parking areas and for the preservation of good order.

1. TRAFFIC SIGNS. All persons parking in the parking areas and parking garage shall observe posted signs and markings regarding speed, stop signs, traffic lanes, reserved parking, no parking, parking stripes, etc.

2. LESSEE EMPLOYEE AND CUSTOMER PARKING. Lessees and their employees and customers [ X ] may OR [ ] may not park without charge.

3. TRASH. All persons parking in the parking garage or parking areas shall refrain from throwing trash, ashtray contents, or other debris on the garage floor or parking areas.

4. FLAT TIRES. All vehicle owners and all persons parking in the parking garage or parking areas shall be responsible for promptly repairing flat tires or other conditions of the vehicle which cause unsightliness in the reasonable judgment of Lessor.

5. REMOVAL OF UNAUTHORIZED VEHICLES. If vehicles are blocking driveways or passageways or parked in violation of these rules and regulations or state statutes, Lessor may exercise vehicle removal remedies under Article 6701g-1 and 6701g-2 upon compliance with statutory notice.

6. SECURITY. Lessor shall use reasonable diligence in the maintenance of existing lighting in the parking garage or parking areas. Lessor shall have no duty for additional lighting or any security measures in the parking areas, including the parking garage.

7. PARKING OF EMPLOYEE VEHICLES. Lessor may from time to time designate specific areas in which vehicles owned by Lessee and Lessee’s employees, sublessees, assignees, licensees, and concessionaires shall be parked. Lessee shall use best efforts to see that such vehicles are parked in such areas. Upon request by Lessor, Lessee shall furnish Lessor a complete list of license numbers of all vehicles operated by Lessee and the above listed persons. Lessor may charge reasonable parking fees for such vehicles not parked in the designated areas.

8. PARKING OF TRUCKS AND DELIVERY VEHICLES. Without Lessor’s prior written approval, no trailers or large trucks may be parked in the parking areas except for temporary loading or unloading. Service and delivery vehicles may be parked in loading zones only when necessary.

9. TIMELY PAYMENT OF PARKING RENT. If applicable, Lessee shall be entitled to monthly parking rights in the parking garage only upon timely payment of the then current monthly parking rent, in advance. Lessee may rent less than the allowed number of spaces. Lessee may rent more than the allowed number of spaces if available in the reasonable judgment of Xxxxxx.

10. CONTROL DEVICES. Lessor reserves the right to install or utilize any reasonable system of entry and exit control devices in marked loading areas.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 29

Basic Lease Information for Bankrate, Inc.

Exhibit F-2: Office Building Rules

(see paragraphs 9.2 and 23.1 of lease)

Page One of Three

XXXXXX AGREES TO PROVIDE A COPY OF THESE RULES TO EVERY EMPLOYEE

It is the desire of Lessor to maintain in the building the highest standard of dignity and good taste consistent with comfort and convenience for all tenants. Any action or condition not meeting this high standard should be reported directly to the building manager. Cooperation by all tenants will be sincerely appreciated. The following rules and regulations apply to all tenants in the building and their agents, employees, family, licensees, invitees, visitors, and contractors unless otherwise stated. Pursuant to paragraph 23.1 of the lease, Lessor reserves the right to rescind these rules, make reasonable modification thereto, and make other reasonable rules and regulations for the safety, care, and cleanliness of the building and for the preservation of good order (so long as such rescission, modification or promulgation of new rules is uniformly and consistently applied to all tenants).

1. DELIVERIES AND MOVEMENT OF FURNITURE. Movement into or out of the building of furniture, equipment shall be restricted to hours, stairways, and elevators designated by Lessor. Unless Lessor notifies Lessee otherwise, only the freight elevator may be used for such purposes, and such elevator may be used only during regular business hours without prior approval of Lessor. All such movement and delivery shall be under the supervision of the building manager and carried out in a manner agreed between Xxxxxx and the building manager, by prearrangement. Prearrangement shall include time, method, routing, and any limitations imposed for reasons of safety or nondisturbance of others. The hold harmless and indemnification provisions of paragraph 12.3 shall apply to the foregoing. Lessor may require that movement of furniture or equipment which interferes with normal building traffic shall be made at hours other than normal business hours.

2. OBSTRUCTION OF PASSAGEWAYS. None of the passageways, outside entries, exterior doors, elevators, hallways, or stairways shall be locked or obstructed. No rubbish, trash, litter, or materials of any nature may be emptied or thrown into these areas. These areas may be used only for ingress and egress.

3. DOORS AND DOORLOCKS. When Xxxxxx’s corridor doors are not in use, Lessee shall use its best efforts to keep them closed on all floors where Lessee is a partial tenant on the floor. No additional locks shall be placed on any doors in Lessee’s Office Space without written consent of Lessor. Lessee shall not change, alter, or replace locks provided by Lessor on doors in the building, except with written permission of the building manager. All necessary keys shall be furnished by Xxxxxx, and Lessor shall be entitled to have a key for every door in Lessee’s Office Space (excluding any vaults or safes). Lessee shall surrender all keys upon termination of Xxxxxx’s right of occupancy; and at such time, Lessee shall give Lessor the combination to all vaults or combination locks remaining in Lessee’s Office Space after surrender by Xxxxxx.

4. SAFES. Safes and other heavy articles shall be carried onto the Leased Premises only at such times and in such manner as prescribed by Lessor. Lessor shall have the right to specify weight limitations and positioning of safes or other heavy articles. Any damage done to the building by installation, presence, or removal of a safe or other article owned or controlled by Lessee on the Leased Premises, shall be paid for by Xxxxxx.

5. REMOVAL OF FURNITURE. Removal of furniture or equipment from Lessee’s Office Space shall require presentation of written authorization by an authorized representative of Lessor. Security guards, watchmen, janitors, and other building employees will have the right to challenge all persons leaving the building with such items.

6. INSTALLATION AND REPAIR WORK. Lessee shall refer all contractors, contractors’ representatives, and installation technicians who render any service on or to Xxxxxx’s Office Space, to the building manager for approval and supervision before performance of any service. This provision shall apply to all work performed in the building, including installation of telephones, electrical lines, and other electrical devices where such installation affects the floors, walls, woodwork, trim, windows, ceilings, mechanical equipment, or any other part of the building. If Lessee desires telephone or other electronic connections, Lessee shall notify Lessor; and Lessor shall then direct installation servicemen as to where and how wires may be introduced. Without such directions, no such installations shall be permitted.

EXHIBIT F-2 (cont’d)

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 30

Basic Lease Information for Bankrate, Inc.

Page Two of Three

7. HAZARDOUS MATERIALS. Lessee shall not place or install, on the Leased Premises or any part of the building, any explosive, gasoline, kerosene, oil, acids, caustics, or any other inflammable, explosive, or hazardous materials without written consent of the building manager. Lessee shall not operate electric space heaters, stoves, engines, or other equipment not typical of an office building without written consent of the building manager.

8. ENTRY BY XXXXXX. Lessor shall have the right to enter for the purposes set forth in paragraph 9.1 of the lease at all times subject to the terms set forth in paragraph 9.1.

9. PLUMBING. Plumbing fixtures and appliances shall be used only for the purposes for which they were constructed. No sweeping, rubbish, rags, or other unsuitable materials may be thrown or placed in plumbing fixtures or appliances. The cost of any stoppage or damage resulting from negligence or improper use of these fixtures and appliances by Lessee or Lessee’s agents, employees, family, invitees, licensees, or visitors shall be paid for by the Lessee.

10. WINDOWS. Lessee shall not allow windows within Lessee’s Office Space to be opened at any time, except in emergencies. Nothing shall be thrown out of the windows of the building or down the stairwells or other passages. Lessor reserves the right to cause any or all windows of the building to be locked, sealed, closed, or otherwise made inoperable, or to install permanent or temporary screens thereon, and to include the cost thereof with the operating expenses of the building.

11. THEFT AND DAMAGES. Lessor shall not be responsible for lost or stolen personal property, equipment, money, or jewelry from Xxxxxx’s Office Space or from the public areas of the building, regardless of whether such loss occurs when the area is locked against entry. Lessor will not be liable to Lessee, or Lessee’s employees, customers, or invitees for any damages or losses to persons or property caused by other Lessees in the building or for damages or losses caused by theft, burglary, assault, vandalism, or other crimes. Lessor shall not be liable for personal injury or loss of Xxxxxx’s property from fire, flood, water leaks, rain, hail, ice, snow, smoke, lightning, wind, explosions, or interruption of utilities unless such injury or damage is caused by negligence of Lessor. XXXXXX STRONGLY RECOMMENDS THAT LESSEE SECURE XXXXXX’S OWN INSURANCE TO PROTECT AGAINST THE ABOVE OCCURRENCES.

12. ANIMALS. No birds, fowl, or animals (except guide dogs for handicapped persons) shall be brought into or kept in or about the building or common areas.

13. BICYCLES AND OTHER VEHICLES. No bicycles, motorcycles, or similar vehicles shall be allowed in the building. No trailers or large trucks may be parked in the building parking areas except for temporary loading or unloading.

14. RESIDENTIAL USE. No sleeping, cooking (except that use of microwave ovens and equipment for brewing coffee, tea, hot chocolate, and similar beverages is permitted), clothes cleaning, or laundering is permitted on the Leased Premises without written consent of Lessor.

15. INTOXICATION. Lessor reserves the right to exclude or expel from the building any person who in the reasonable judgment of Xxxxxx, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any rules of the building.

16. DISTURBANCES. Lessee shall not obstruct, disturb, or interfere with the rights of other Lessees or occupants or in any way injure or annoy them. Lessee shall not make any noises by any means which, in the reasonable judgment of Xxxxxx, are likely to disturb other Lessees or occupants of the building.

17. COMPLIANCE WITH SAFETY AND SANITATION LAWS. Lessee shall comply with all laws relating to fire, safety, and sanitation, and shall comply with any requirements of Lessor’s insurance company with respect to fire prevention, safety standards, and sanitation.

18. CLEANING. Lessee shall not employ any person or persons without written consent of Lessor, for the purpose of cleaning or maintaining of the Leased Premises. Lessee shall cooperate with Lessor’s employees, agents, and cleaning personnel in keeping Xxxxxx’s premises neat and clean. Any special cleaning requested by Xxxxxx and performed by Lessor or Lessor’s employees, agents, or contractors shall be paid for by Xxxxxx.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 31

Basic Lease Information for Bankrate, Inc.

EXHIBIT F-2 (cont’d)

Page Three of Three

19. SOLICITING. Canvassing, soliciting, or peddling in the building is prohibited without written permission of Lessor, and Lessee shall cooperate to prevent same.

20. SIGNS. No signs, fixtures, or notices of any kind may be displayed except by written consent of Xxxxxx. All signs shall conform to the requirements of paragraph 28.1 of the lease.

21. NOTICE OF PERSONAL INJURIES OR UTILITY OR MECHANICAL PROBLEMS. Lessee shall give prompt notice to the building manager, to the best of Xxxxxx’s knowledge, of any significant accidents involving injury to persons or property, including plumbing, electrical, heating, air conditioning, stairwell, corridor, and elevator problems and/or personal injury and property damage caused thereby.

22. REQUESTS BY XXXXXX. Except in emergencies, requests by Xxxxxx shall be attended to only after written request by Xxxxxx to the building management. Lessor’s employees are not allowed to perform or do anything outside their regular duties unless pursuant to special orders from Lessor. Lessee may not contract with Lessor’s employees for the performance of paid or free services to Lessee. If, at the request of Lessee, Lessor or Lessor’s agents furnish services, goods, labor, or material to Lessee which are not required to be furnished by Lessor under this lease, Lessee shall pay for same upon delivery of a written statement therefor to Lessee.

23. BUILDING ACCESS. Anyone who does not reasonably satisfy a building security guard (if any) that he has a right to enter the building may be excluded by the guard. Lessor shall not be liable for damages for any good faith error with regard to admission or exclusion from the building of any person. In case of fire, destruction, invasion, mob, riot, or other commotion, Lessor reserves the right to prevent access to the building by closing the doors or otherwise.

24. REQUEST FOR EXTRA AIR CONDITIONING. Requests for heating or air conditioning before or after the hours of operation stated in paragraph 7.1 of the lease must be received at the management office at least 24 hours in advance.

25. LEASE PROVISIONS REGARDING LESSEE’S CONDUCT. Lessee shall comply with all the provisions of paragraph 9.2 regarding parking and paragraph 10.1 regarding occupancy, nuisance, and hazards.

26. ELEVATORS. Lessor shall not be liable for damages from stoppage of elevators for repair, service, or improvements. Nor shall Lessor be liable for delays of any duration in connection with elevator repair, service, or improvements.

27. SMOKING. This is a non-smoking building; smoking is not permitted anywhere inside the building.

28. ICE, SLEET, SNOW, OR WATER. Lessor shall have no duty to remove, in whole or in part, ice, sleet, snow, or water from parking lots, walkways, sidewalks, or stairs, regardless whether they are covered, uncovered, inside, or outside of buildings. At Lessor’s option, Lessor may remove such ice, sleet, snow, or water at any time, in whole or in part, with or without notice to anyone.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 32

Basic Lease Information for Bankrate, Inc.

Exhibit G: Estoppel Certificate

(see paragraph 30.1 of lease)

Page One of Two

This form is not to be executed at time of lease execution.

The purpose of this certificate is to confirm the current status of matters relating to the lease described below. It is for the benefit of the owner or prospective purchaser or mortgagee of the building in which the Leased Premises are located.

1. The undersigned is the Lessee under a lease between , as Lessor, and , as Lessee, dated on Leased Premises locally known as the building and located at , in , Texas. A copy of the fully executed lease and any amendments or modifications thereto are attached. There are no other modifications or amendments to the above described lease. The dates of any amendments or modifications are: (put “none” if inapplicable) . All of the statements contained herein are to the best of Xxxxxx’s knowledge.

2. There are no unfulfilled written or verbal promises, representations, or warranties by Xxxxxx.

3. There are no subleases of the Leased Premises or any portions thereof.

4. The lease (together with any amendments or modifications referred to above) is in good standing and in full force and effect. Lessor is not in default. Xxxxxx agrees to give notice of any Lessor default to any purchaser or lender making written requests to Lessee for same.

5. Except for rents (if any) which may be due under the lease for the current month, there are no rents or other charges which have been prepaid by the undersigned Lessee to Lessor under the lease other than the following:

6. The amount of security deposit currently posted by Lessee with Lessor is $ in the form of ( ) cash or ( ) an irrevocable, unconditional letter of credit issued by in favor of Lessor which is still valid.

7. Lessee acknowledges that the space being leased consists of rentable square feet according to the lease, that the improvements to be constructed by Lessor have been satisfactorily completed, that the lease space has been accepted by Lessee, that Lessee now occupies the lease space, and that the commencement date for the lease term was .

8. There are no rentals which are due and unpaid. Rentals are fully paid (if required by the lease) through the last day of the month in which this estoppel certificate has been executed.

9. There are no known offsets or credits against rentals except as expressly provided by the terms of the lease. There is no known right of rescission and no known defense to Lessee’s future obligations to pay the specified rentals at the times and in accordance with the lease terms. Lessee has not received any concession (rental or otherwise) or similar compensation not expressed in the lease which is presently in effect.

10. Lessee has no options or rights of refusal regarding the Leased Premises or additional rental space other than as set out in the lease.

11. Lessee has not: (a) made a general assignment for the benefit of creditors; and (b) commenced any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (c) had any involuntary case, proceeding, or other action commenced against it which seeks to have an order for relief entered against it, as debtor, or seeks reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (d) concealed, removed,

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 33

Basic Lease Information for Bankrate, Inc.

EXHIBIT G (cont’d)

Page Two of Two

or permitted to be concealed or removed, any part of its property, with intent to hinder, delay, or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance, or similar law; or made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or (e) had a trustee, receiver, custodian or other similar official appointed for or take possession of all or any part of its property or had any court take jurisdiction of any other of its property.

12. Xxxxxx agrees to furnish Lessor with estoppel letters on this form within 20 days (stating the then-current facts) after written request by Lessor or subsequent owners of the building.

13. Lessee acknowledges that, upon 10 days’ prior written request of Xxxxxx’s mortgagee at any time after foreclosure proceedings or a deed in lieu of foreclosure, Lessee shall attorn to the mortgage or foreclosure purchaser by recognizing such new owner as Lessor under the lease provided that such purchaser shall recognize the rights of tenant under the lease as long as tenant is not in default. The agreement of Lessee to attorn shall survive any foreclosure sale or deed in lieu of foreclosure. Lessee shall, upon 10 days’ written notice from Xxxxxx’s mortgagee anytime before or after foreclosure sale, execute, acknowledge, and deliver to Xxxxxx’s mortgagee all instruments and certificates that in the reasonable judgment of Xxxxxx’s mortgagee may be necessary or proper to confirm such attornment.

14. Xxxxxx acknowledges that this estoppel certificate and the statements therein may be conclusively relied upon by Lessor and by any prospective purchaser or lien holder of the Leased Premises.

15. The form of this estoppel certificate may vary, depending on lender or purchaser requirements. It is agreed that this certificate may be modified to conform to reasonable requests by lenders or purchasers.

16. This agreement shall be binding upon and shall inure to the benefit of the Lessor, any present or future mortgagee, any prospective buyer or master Xxxxxx of the property, and their successors and assigns.

Dated this day of , 20 .


LESSEE



By



Printed name of signatory



Title

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 34

Basic Lease Information for Bankrate, Inc.

Exhibit H: Office Lease Guaranty

Intentionally Deleted

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 35

Basic Lease Information for Bankrate, Inc.

Exhibit I: Certificate of Corporate Resolution Authorizing Lease or Guaranty

(see paragraphs 37.1 and 39.1 of lease)

The undersigned, as secretary of the corporation named below, certifies that the president or the vice president of the corporation are authorized to execute a lease for office space on behalf of the corporation and/or to guarantee performance of a lease for office space, described below:


Date of lease:		January 21, 2013
Lessor:		Echelon Holdings, Ltd.
Lessee:		Bankrate, Inc.
Guarantor, if any (not Lessee’s name):		Bankrate, Inc.
Building name:		Xxxxxxx XX
Suite No.:		400
Building address:		0000 Xxxxxxxx Xxxx.
City/County/State/Zip:		Austin / Xxxxxx / Texas / 78759

The president or vice president is authorized on behalf of the Corporation to execute and deliver to the Lessor all instruments reasonably necessary for the lease. The corporation is duly organized and is in good standing under the laws of the State of Delaware, and there are no proceedings pending to forfeit the corporation’s charter or right to do business in Texas. The undersigned further certifies that the names and respective titles of the officers of the corporation were as follows:


				President

				Vice President

				Secretary

				Treasurer

WITNESS MY HAND this day of , 20

Typed name of corporation

Signature of secretary of corporation

Printed name of secretary

STATE OF TEXAS

COUNTY OF

This instrument was acknowledged before me on by on behalf of the above corporation and in the above stated capacity.

Notary Public for the State of Texas


Printed name of notary
My commission expires

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 36

Basic Lease Information for Bankrate, Inc.

Exhibit J: Special Conditions

(see special conditions paragraph 37.1 of lease)

The following special conditions shall apply to this lease and shall prevail on any other provisions to the contrary.

FINANCIAL STATEMENTS/CONSUMER CREDIT REPORT. Prior to execution of this lease and thereafter from time to time, Lessee shall, upon written request, furnish to Lessor a financial statement of Xxxxxx’s condition and/or a Consumer Credit Report in a reasonably satisfactory form. All financial statements and/or credit reports shall be originally signed and dated by Xxxxxx or Xxxxxx’s agent and be current within 90 days. If Lessee is a publicly traded corporation, the foregoing obligations of Lessee to provide financial statements shall be inapplicable, but Lessee shall reasonably cooperate with Lessor, at no cost to Lessee, to assist Lessor in obtaining Xxxxxx’s most recent annual and quarterly reports.

EARLY ACCESS: Provided the following have occurred 1) Lessor and Lessee have executed this Lease Agreement, 2) Lessee has provided Lessor the Security Deposit per Item 10, Page 1 of this Lease Agreement, and 3) Lessee has provided Lessor proof of insurance per Section 12.1 of this Lease Agreement, Lessee may have Early Access to the Leased Premises commencing July 1, 2013 solely for the purpose of installing furniture, fixtures and telephone and data equipment. Xxxxxx acknowledges and agrees that Xxxxxx, Xxxxxx’s agents or any other third-party performing on behalf of Xxxxxx will not interfere with Xxxxxx completing Xxxxxx’s Work. Lessee will not be obligated to pay any Base Rent or Pass-Thru Rent for the Early Access period. If Lessee has early access per this paragraph, all terms and conditions of the Lease shall apply as if the term of the Lease had commenced, including, but not limited to, Xxxxxx’s and Xxxxxx’s vendors’ indemnification and insurance obligations under the Lease.

RENEWAL OPTION. Lessee shall have the option to renew this Lease immediately after the initial lease term per Paragraph 6 on Page 1 of this Lease Agreement (the “ Renewal Option”) for one (1) period of sixty (60) months each (the “Renewal Term”), provided that Lessee delivers to Lessor written notice of Xxxxxx’s exercise of such Renewal Option two hundred seventy (270) days prior to the expiration of the Lease Term. This Renewal Option shall be null and void if Lessee is in default beyond any applicable cure period allowed by this Lease, either at the time of such notice of renewal or at the end of the Lease Term. If Lessee exercises the Renewal Option two hundred seventy (270) days or more prior to the end of the Lease Term, Lessee will be committed to leasing the space for the Renewal Term. Base Rent shall be the then current fair market rental rate for comparable office space in Austin. Any Renewal Option notice given by Lessee shall apply to the entire Leased Premises. This Renewal Option is not transferable to any assignee, sublessee or any other successor in interest to the initial Lessee under this Lease, except for a Permitted Transfer. Any termination of the Lease shall also terminate this Renewal Option. Provided Lessee has exercised the aforementioned Renewal Option, Lessee will have one (1) additional Renewal Option for an additional period of sixty (60) months immediately after the expiration of the first Renewal Option per the same terms and conditions excepting the Base Rent shall be at the then current fair market rental rate for comparable office space in Austin. Thereafter, Lessor will have no further obligations to grant Lessee an option to renew.

The definition of Fair Market Rate shall be that rate charged for space of comparable size and condition in comparable office buildings in the area immediately surrounding the Building, taking into consideration the location, quality and age of the Building, floor level, extent of leasehold improvements (existing or to be provided), rental abatements, lease takeovers/assumptions, moving expenses and other concessions, term of lease, extent of service to be provided, distinction between “gross” and “net” lease, base year or the amounts allowed for escalation purposes (expense stop), or any other relevant term or condition. Fair market rent shall be determined after taking into account all relevant concessions provided for in comparable transactions. Comparable transactions will be defined as those completed in the prior six months of similar building quality and tenant creditworthiness. The net fair market rate shall be determined by “stripping out” the amortized value of benefits provided in comparable transactions (such as free rent, work allowance, etc.). In the event Lessor and Xxxxxx are unable to agree upon the fair market rent, they shall submit to “baseball” arbitration.

PARKING. Lessee, its employees and invitees shall have the non-exclusive right to use the parking area at a ratio of 3.33 spaces per 1,000 rentable square feet on a “first come first serve basis” and in common with other tenants in the building at no charge. Five (5) such parking spaces shall be reserved and marked for Lessee’s exclusive use along the northeast side of the building.

EXTERIOR PARAPET SIGNAGE. Lessee, at Lessee’s sole cost and expense, shall be allowed to install a mutually agreeable building parapet sign. Lessee shall be responsible for all maintenance, accommodation of building repairs/capital improvements, operating expenses and consequential damage that may occur as a result of its installation, maintenance, operation or removal. Lessee shall be responsible for removal of parapet signage and restoration of the building upon Xxxxxx’s lease termination or vacating the Leased Premises.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 37

Basic Lease Information for Bankrate, Inc.

COMMON AREA CORRIDOR. Lessor, at Lessor’s expense, shall provide new lighting in the 4^th floor corridor and elevator lobby to match the current 3^rd floor lighting.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 38

Basic Lease Information for Bankrate, Inc.

Exhibit K: Hazardous Materials Statement

Various materials utilized in the construction of any improvements to the property or in the use thereof, past or present, may contain materials that have been or may in the future be determined to be hazardous. For example, some electrical transformers and other electrical components can contain PCBs, and asbestos may have been used in a wide variety of building components such as fire-proofing, air duct insulation, acoustical tiles, spray-on acoustical materials, linoleum, floor tiles and plaster. Such substances may be present on or in soils, underground water, building components or other portions of the Leased Premises in areas that may or may not be accessible or noticeable.

Current federal, state and local laws and regulations may require the clean-up of such hazardous or undesirable materials.

Lessor, real estate brokers, and leasing agents in this transaction have no expertise with respect to hazardous materials and have not made, nor will any of their statements constitute representations, either express or implied, regarding the existence or nonexistence of hazardous materials in or on the Leased Premises.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 39

Basic Lease Information for Bankrate, Inc.

Exhibit L: Acknowledgement of Receipt of Agency Disclosure

Approved by the Texas Real Estate Commission for Voluntary Use

Texas law requires all real estate licensees to give the following information about brokerage

services to prospective buyers, tenants, sellers and landlords.

Information About Brokerage Services

Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are as prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner’s agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer’s agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly.

IF THE BROKER REPRESENTS THE OWNER:

The broker becomes the owner’s agent by entering into an agreement with the owner, usually through a written listing agreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner’s agent anything the buyer would not want the owner to know because an owner’s agent must disclose to the owner any material information known to the agent.

IF THE BROKER REPRESENTS THE BUYER:

The broker becomes the buyer’s agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer’s agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer’s agent anything the owner would not want the buyer to know because a buyer’s agent must disclose to the buyer any material information known to the agent.

IF THE BROKER ACTS AS AN INTERMEDIARY:

A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the

transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker’s obligations as an intermediary. The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction:

(1) shall treat all parties honestly;

(2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner;

(3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and

(4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property.

With the parties’ consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instruction so one party and another person who is licensed under that Act and associated with the broker to communicate with an carry out instruction of the other party.

If you choose to have a broker represent you,

you should enter into a written agreement with the broker that clearly establishes the broker’s obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding.

Real estate licensee asks that you acknowledge receipt of this information about brokerage services for the licensee’s records.



Lessee Signature		Date

Texas Real Estate Brokers and Salesmen are licensed and regulated by the Texas Real Estate Commission (TREC). If you have a question or complaint regarding a real estate licensee, you should contact TREC at P.O. Box 12188, Austin, Texas 78711-2188 or 000-000-0000.

ECHELON IV

BANKRATE, INC.

Lessor

Lessee

Page 40

Exhibit A:

Floor Plan of Lessee’s Office Space

Exhibit B:

Legal Description of Office Building

Exhibit C:

Building Operating Expense Passthrough Calculations

Exhibit D:

Acknowledgement of Lease

Exhibit E:

Construction by Lessor