FORM OF CLASS B COMMON SHARE PURCHASE AGREEMENTClass B Common Share Purchase Agreement • May 18th, 2011 • Bankrate, Inc. • Services-business services, nec • 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).
Form of Amended and Restated VCOC Investors’ Rights Agreement Apax US VII, L.P.; and Apax Europe VII-A, L.P.; and Apax Europe VII-B, L.P.; and Apax Europe VII-1, L.P.; and Apax WW Nominees Ltd.; and Ben Holding S.à r.l.; and Bankrate, Inc.Vcoc Investors’ Rights Agreement • May 18th, 2011 • Bankrate, Inc. • Services-business services, nec • Delaware
FORM OF BANKRATE, INC. FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 18th, 2011 • Bankrate, Inc. • Services-business services, nec • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of [—], 2011 by and among Bankrate, Inc, a Delaware corporation (the “Company”), Ben Holding S.à r.l., a company organized under the Laws of Luxembourg (“Ben S.à r.l.”), and each of the other Persons whose name appears on the Schedule of Investors attached hereto (the “Management Holders”), as amended from time to time in accordance with the terms hereof (the “Schedule of Investors”), and each Person who after the date hereof acquires Preferred Stock, Common Stock or Common Stock Equivalents and agrees to be bound by this Agreement by executing a joinder to this Agreement substantially in the form of Exhibit A hereto (together with the Management Holders, the “Other Holders”). Capitalized terms used herein are defined in Section 6.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 18th, 2011 • Bankrate, Inc. • Services-business services, nec • Delaware
This DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [—], 2011, between Bankrate, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.
