0000950123-09-026403 Sample Contracts

NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Thomas R. Evans (the “Shareholder”).

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NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (collectively, the “Morse Parties”).

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