REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2011 • Bankrate, Inc. • New York
Bankrate, Inc., a Florida corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc. and RBC Capital Markets Corporation (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated June 29, 2010, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $300,000,000 in aggregate principal amount of 11 3/4% Senior Secured Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
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 • April 15th, 2011 • Bankrate, Inc. • 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”).
EXECUTIVE AGREEMENTExecutive Agreement • April 15th, 2011 • Bankrate, Inc. • Florida
THIS EXECUTIVE AGREEMENT (the “Agreement”) is made effective as of the 22nd day of July, 2010 (the “Effective Date”) between Michael Ricciardelli (“Executive”), and Bankrate, Inc., a Florida corporation (the “Company”).
CLASS B COMMON SHARE PURCHASE AGREEMENTClass B Common Share Purchase Agreement • April 15th, 2011 • Bankrate, Inc. • Delaware
A copy of this election has been furnished to the Company pursuant to Treasury Regulations § 1.83-2(d). A copy of this election will be submitted with the 2010 federal income tax return of the undersigned pursuant to Treasury Regulation § 1.83-2(c).
LEASE BY AND BETWEEN GARDENS PLAZA INVESTORS, LLC LANDLORD, AND BANKRATE, INC. TENANTLease • April 15th, 2011 • Bankrate, Inc. • Florida
THIS LEASE (hereinafter the “Lease” as defined in Paragraph (i) of Exhibit “G”), made this 3 rd day of November, 2005, by and between GARDENS PLAZA INVESTORS, LLC, a Florida limited liability company (hereinafter called “Landlord”) and BANKRATE, INC., a Florida corporation (hereinafter called “Tenant”).
ESCROW AND SECURITY AGREEMENT between BANKRATE, INC. and WILMINGTON TRUST FSB, as Escrow Agent and Trustee Dated as of July 13, 2010 ACCOUNT NUMBER: 099150-002 SHORT TITLE OF ACCOUNT: Bankrate Inc. - EscrowEscrow and Security Agreement • April 15th, 2011 • Bankrate, Inc. • New York
This Agreement is being entered into in connection with (i) the Purchase Agreement (the “Purchase Agreement”), dated as of June 29, 2010, among the Company, the Domestic Subsidiaries of the Company that thereafter become parties thereto as guarantors (the “Guarantors”) and Jefferies & Company, Inc. and RBC Capital Markets Corporation and (ii) the Indenture (the “Indenture”), dated as of July 13, 2010, governing the Company’s 11 3/4% Senior Secured Notes due 2015 (the “Notes”), among the Company, the Guarantors and the Trustee. Capitalized terms, which are used but not defined herein, have the respective meanings specified in the Indenture. Pursuant to the Purchase Agreement and the Company’s Offering Memorandum, dated June 29, 2010 (the “Offering Memorandum”), the Company is offering (the “Offering”) $300.0 million aggregate principal amount of the Notes.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2011 • Bankrate, Inc. • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2010, by and between BEN Holdings, Inc., a Delaware corporation (the “Company”), and (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among BANKRATE, INC., BR ACQUISITIONS INC., NETQUOTE HOLDINGS, INC., and SPECTRUM EQUITY INVESTORS IV, L.P., AS STOCKHOLDERS’ REPRESENTATIVE Dated as of May 25, 2010Agreement and Plan of Merger • April 15th, 2011 • Bankrate, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 25, 2010, by and among Bankrate, Inc., a Florida corporation (“Parent”), BR Acquisitions Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), NetQuote Holdings, Inc., a Delaware corporation (the “Company”), and Spectrum Equity Investors IV, L.P., as the stockholders’ representative (the “Stockholders’ Representative”). Unless otherwise provided, capitalized terms used herein are defined in Article 1 below.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2011 • Bankrate, Inc. • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of September 25, 2009 (this “Amendment”), is between Bankrate, Inc. (the “Company”) and Daniel P. Hoogterp (the “Executive”).
EXHIBIT E Commencement Date ConfirmationLease Agreement • April 15th, 2011 • Bankrate, Inc.
whether plate glass or otherwise of the Premises nor within the Premises so as to be visible from the public areas or exterior of the Building, without prior written approval of Lessor. All signs or lettering shall conform in all respects to the sign and/or lettering criteria established by Lessor.
CLASS B COMMON SHARE PURCHASE AGREEMENTClass B Common Share Purchase Agreement • April 15th, 2011 • Bankrate, Inc. • Delaware
As of April 30, 2010, the undersigned acquired 1,136 shares of Class B Common Stock, par value $.01 per share (the “Shares”) of BEN Holdings, Inc., a Delaware corporation (the “Company”), for $1.90 per Share. The total amount paid by the undersigned for the Shares was $2,159.09. The Shares are subject to a substantial risk of forfeiture (described below) that may not be avoided by a transfer of the Shares to another person and are also subject to certain restrictions on transfer.
SECURITY AGREEMENT from BANKRATE, INC., and THE OTHER GRANTORS IDENTIFIED HEREIN, to WILMINGTON TRUST FSB, as Trustee under the Indenture referred to herein and WILMINGTON TRUST FSB, as Collateral Agent for the Secured Parties referred to herein Dated...Security Agreement • April 15th, 2011 • Bankrate, Inc. • New York
SECURITY AGREEMENT, dated as of July 13, 2010, among BANKRATE, INC., a Florida corporation (the “Borrower”), the other Persons listed on the signature pages hereof (together with the Borrower, and any other entity that may become a party hereto as provided herein, the “Grantors”), WILMINGTON TRUST FSB, as trustee (in such capacity, together with any successor trustee, the “Trustee”) for the Noteholders (the “Noteholders”, together with the Trustee, the “Bond Secured Parties”) and WILMINGTON TRUST FSB, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent pursuant to Section 6.8, the “Collateral Agent”).
EXECUTIVE STOCK PLEDGE AGREEMENTExecutive Stock Pledge Agreement • April 15th, 2011 • Bankrate, Inc. • Delaware
This EXECUTIVE STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of April 30, 2010, by and between (“Pledgor”) and BEN Holdings, Inc., a Delaware corporation (the “Company”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 15th, 2011 • Bankrate, Inc. • New York
This Supplemental Indenture is entered into as of August 6, 2010 (this “Supplemental Indenture” or “Guarantee”), by and among CreditCards.com, Inc., a Delaware corporation (“CreditCards”), and CCRD Operating Company, Inc., a Delaware corporation (“CCRD” and, together with CreditCards, the “New Guarantors”), Bankrate, Inc. (the “Issuer”), a Florida Corporation, each other then existing Guarantors under the Indenture referred to below, Wilmington Trust FSB, as Trustee under the Indenture referred to below, and Wilmington Trust FSB, as Collateral Agent under the Indenture referred to below.
BANKRATE, INC., THE GUARANTORS PARTIES HERETO, WILMINGTON TRUST FSB, AS TRUSTEE AND WILMINGTON TRUST FSB, AS COLLATERAL AGENTJunior Lien Intercreditor Agreement • April 15th, 2011 • Bankrate, Inc. • New York
INDENTURE dated as of July 13, 2010, among BANKRATE, INC., a Florida corporation (“Issuer”), the GUARANTORS (as defined herein) parties hereto, WILMINGTON TRUST FSB, as trustee (the “Trustee”), and WILMINGTON TRUST FSB, as collateral agent (the “Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 15th, 2011 • Bankrate, Inc. • New York
This Second Supplemental Indenture is entered into as of April 15, 2011 (this “Supplemental Indenture”), by and among Bankrate, Inc. (formerly known as Beach Inc.), a Delaware corporation (the “Successor Issuer”), the Guarantors party hereto and Wilmington Trust FSB, as Trustee (the “Trustee”) under the Indenture referred to below and Wilmington Trust FSB, as collateral agent under the Indenture referred to below (the “Collateral Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2011 • Bankrate, Inc. • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of September 25, 2009 (this “Amendment”), is between Bankrate, Inc. (the “Company”) and Thomas R. Evans (the “Executive”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • April 15th, 2011 • Bankrate, Inc. • Delaware
This DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2010, between Bankrate, Inc., a Florida corporation (“Bankrate”), BEN Holdings, Inc., a Delaware corporation (“Holdings” and together with Bankrate, the “Companies”), and (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.
AGREEMENT AND PLAN OF MERGER by and among BANKRATE, INC., CCBK ACQUISITION, INC., CREDITCARDS.COM, INC., THE STOCKHOLDERS SET FORTH HEREIN, and AMERICAN CAPITAL, LTD., as the Representative, Dated as of June 10, 2010Agreement and Plan of Merger • April 15th, 2011 • Bankrate, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 10, 2010, is entered into by and among: (i) Bankrate, Inc., a Florida corporation (“Parent”); (ii) CCBK Acquisition, Inc., a Delaware corporation (“Merger Sub”); (iii) CreditCards.com, Inc., a Delaware corporation (the “Company”); (iv) Austin Ventures, IX, L.P., a Delaware limited partnership, Austin Ventures, VIII, L.P., a Delaware limited partnership, American Capital, Ltd., a Delaware corporation, American Capital Equity I, LLC, a Delaware limited liability company, and American Capital Equity II, LP, a Delaware limited partnership (collectively, the “Preferred Stockholders”); (v) American Capital, Ltd., a Delaware corporation, solely in its capacity as the Representative (the “Representative”); and (vi) the holders of Company Common Shares listed on the signature page of this Agreement and which have, or by the Closing Date will have, joined in this Agreement pursuant to a Joinder. Capitalized terms used herein
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2011 • Bankrate, Inc. • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of September 25, 2009 (this “Amendment”), is between Bankrate, Inc. (the “Company”) and Donaldson Ross (the “Executive”).
