AGREEMENT AND PLAN OF MERGER among BEN HOLDINGS, INC., BEN MERGER SUB, INC. and BANKRATE, INC. Dated as of July 22, 2009Agreement and Plan of Merger • July 22nd, 2009 • Bankrate Inc • Services-business services, nec • Florida
AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2009 (this “Agreement”), among Ben Holdings, Inc., a Delaware corporation (“Parent”), Ben Merger Sub, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Bankrate, Inc., a Florida corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • July 22nd, 2009 • Bankrate Inc • Services-business services, nec • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Guarantor, BEN Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of the Guarantor (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party surviving the Merger as a wholly-owned subsidiary of the Guarantor. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
