Bankrate, Inc. Common Stock, par value $0.01 per share Form of Underwriting Agreement (the “Agreement”)Bankrate, Inc. • December 6th, 2011 • Services-business services, nec • New York
The stockholders of Bankrate, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders” and, each Selling Stockholder other than Ben Holding S.à r.l., the “Management Selling Stockholders”) propose severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 10,500,000 shares of common stock, par value $0.01 per share (“Stock”) of the Company (collectively, the “Firm Shares”). At the election of the Underwriters, pursuant to Section 2 hereof, the Selling Stockholders propose to sell up to 1,575,000 additional shares of Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
