FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 16th, 2011 • Tree.com, Inc. • Loan brokers • Delaware
This Voting and Support Agreement, dated as of May 12, 2011 (this “Agreement”), is entered into by and between Discover Bank, a Delaware banking corporation (“Buyer”), on the one hand, and Douglas R. Lebda, an individual and David Rich, as trustee of the Douglas R. Lebda Family Trust (each a “Stockholder” and collectively, the “Stockholders”), on the other hand.
NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. Escrow...Escrow Agreement Terms • May 16th, 2011 • Tree.com, Inc. • Loan brokers
The Escrow Agreement (or agreement ancillary thereto) shall include, among other things, the following terms. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Asset Purchase Agreement.
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 16th, 2011 • Tree.com, Inc. • Loan brokers • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of , 2011, by and among Home Loan Center, Inc., a California corporation (“HLC Inc.”), HLC Escrow, Inc., a California corporation (“HLC Escrow”, and together with HLC Inc., “Sellers”, and each a “Seller”), LendingTree, LLC, a Delaware limited liability company (“LendingTree”), and Tree.com, Inc., a Delaware corporation (“Parent”, and together with Sellers and LendingTree, “Seller Parties”, and each a “Seller Party”), and Discover Bank, a Delaware banking corporation (“Buyer”).
