FORM OF BILL OF SALEBill of Sale • May 16th, 2011 • Tree.com, Inc. • Loan brokers • Delaware
THIS BILL OF SALE (this “Bill of Sale”) 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”).
ASSET PURCHASE AGREEMENT by and among TREE.COM, INC., HOME LOAN CENTER, INC., LENDINGTREE, LLC, HLC ESCROW, INC. and DISCOVER BANK Dated May 12, 2011Asset Purchase Agreement • May 16th, 2011 • Tree.com, Inc. • Loan brokers • Delaware
This Asset Purchase Agreement, dated as of May 12, 2011, is entered into 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”). Seller Parties and Buyer are sometimes referred to herein together as the “Parties”, and each as a “Party.”
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”), and Liberty USA Holdings, LLC, a Delaware limited liability company (“Stockholder”).
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 the stockholders of Parent set forth on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”), on the other hand.
