INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Agreement is made as of «Date», between CreditCards.com, Inc. (formerly CCCI Holdings, Inc.), a Delaware corporation (the “Company”), and «Indemnitee» (the “Indemnitee”).
10,725,000 Shares CreditCards.com, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2007 • CreditCards.com, Inc. • Services-business services, nec • New York
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Stock Restriction Agreement (this “Agreement”) dated as of October 30, 2006 (the “Effective Date”) is entered into by and between CCCI Holdings, Inc., a Delaware corporation (the “Company”), and David Lack (“Founder,” which term includes his or her heirs, personal representatives, successors, and assigns).
FOUNDER STOCK PURCHASE AGREEMENTFounder Stock Purchase Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Founder Stock Purchase Agreement (this “Agreement”) dated as of December 28, 2005 (the “Effective Date”) is entered into by and between DeMarseCo, Inc., a Delaware corporation (the “Company”), and Philip Siegel (“Founder,” which term includes his or her heirs, personal representatives, successors, and assigns).
ContractCreditCards.com, Inc. • March 7th, 2008 • Services-business services, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.
QuickLinks -- Click here to rapidly navigate through this documentCreditCards.com, Inc. • August 10th, 2007 • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Independent Contractor Agreement (this “Agreement”) is entered into as of October 30, 2006 between Daniel H. Smith an independent contractor (“Consultant”), and DeMarseCo Holdings, Inc. (“Company”).
SPECIAL TERMS AND CONDITIONSCreditCards.com, Inc. • August 10th, 2007 • Delaware
These Special Terms and Conditions, including the description of the Capital One Services, Inc., Publisher Program provided through Commission Junction, (collectively the Agreement) is a legally binding agreement between you and Capital One Services, Inc. and its participating Publishers (collectively “Capital One” or “we”). By registering for and participating in the Capital One Publisher Program (the “Program”) through Commission Junction, you acknowledge that you have read the terms of this Agreement and agree to be bound by this Agreement.
QuickLinks -- Click here to rapidly navigate through this documentStock Purchase Agreement • August 10th, 2007 • CreditCards.com, Inc. • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
American Express Affiliate Marketing Program Affiliate Agreement Last Updated 9/14/06 AMERICAN EXPRESS AFFILIATE PROGRAM AGREEMENTAgreement • August 10th, 2007 • CreditCards.com, Inc. • New York
THIS AMERICAN EXPRESS AFFILIATE PROGRAM AGREEMENT, INCLUDING APPLICABLE OFFERS (COLLECTIVELY, THE “AGREEMENT”), IS A LEGAL AGREEMENT BETWEEN YOU AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. AND ITS PARTICIPATING SUBSIDIARIES AND AFFILIATES (“AMERICAN EXPRESS”) FOR PARTICIPATION IN AMERICAN EXPRESS’S AFFILIATE PROGRAM (“PROGRAM”) AS MANAGED BY AND THROUGH THE LINKSHARE NETWORK(TM). BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAM, OR, IF YOU ARE ALREADY A PROGRAM AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF AMERICAN EXPRESS’S MARKS AND ANY LINKS TO THE AMERICAN EXPRESS SITE. AS USED IN THIS AGREEMENT, “WE”, “US” AND “OUR” MEANS AMERICAN EXPRESS AND “YOU”, AND “YOUR” MEANS THE PARTICIPATING PROGRAM AFFILIATE.
LETTER AGREEMENTLetter Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Letter Agreement (this “Agreement”), dated as of December 28, 2005, is by and between BPO Newco II, Inc., a Delaware corporation (“BPO”), and DeMarseCo, Inc., a Delaware corporation (“DeMarseCo”).
Suite 2300 Austin, Texas 78701 October 30, 2006CreditCards.com, Inc. • August 10th, 2007
This letter will confirm our agreement that pursuant to and effective as of your purchase of Series A Convertible Redeemable Preferred Stock (the “Preferred Stock”) of CCCI Holdings, Inc., a Delaware corporation (the “Company”), each of Austin Ventures VIII, L.P. and Austin Ventures IX, L.P. (each, “Investor”), shall be entitled, so long as Investor holds (beneficially or otherwise) any shares of the Company’s Preferred Stock or common stock issued upon conversion of the Preferred Stock, to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the financing agreements delivered in connection with the sale of the Preferred Stock, as amended, and as otherwise required by law:
SUBSCRIPTION AGREEMENTSubscription Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Subscription Agreement (this “Agreement”) is made effective as of February 12, 2007 (the “Effective Date”), by and between CCCI Holdings, Inc., a Delaware corporation (the “Company”), and each of the persons and entities identified on the Schedule of Purchasers hereto (each a “Purchaser”).
RESTRUCTURING AGREEMENTRestructuring Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Restructuring Agreement (this “Agreement”), dated September 20, 2006, is by and between DeMarseCo, Inc., a Delaware corporation (“DI”), DeMarseCo Holdings, Inc., a Delaware corporation (“DII”), Austin Ventures VIII, L.P., a Delaware limited partnership (“AV”), Philip Siegel, David Lack, Elisabeth DeMarse and Brett Shobe.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Asset Purchase Agreement (this “Agreement”) is entered into as of October 30, 2006, by and among DeMarseCo Holdings, Inc., a Delaware corporation (“Buyer”), CreditCards.com, L.P., a Texas limited partnership (“Target”), and the following holders of limited partnership interests in Target: Urban Eugene Smith Revocable Trust, The Stover Family Trust, The 2006 Stover Irrevocable Trust, The Stover Descendants Irrevocable Trust, NCCF Trust, and Click Success, L.P., a Texas limited partnership (“Target Majority Partner” and together with the trusts, the “Target Partners” and each individually, a “Target Partner”).
OFFICE BUILDING LEASEOffice Building Lease • August 10th, 2007 • CreditCards.com, Inc. • Texas
AMENDED AND RESTATED LETTER AGREEMENTAmended and Restated Letter Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Amended and Restated Letter Agreement (this “Agreement”), dated as of October 23, 2006, is by and between BPO Newco II, Inc., a Delaware corporation (“BPO”), and DeMarseCo, Inc., a Delaware corporation (“DeMarseCo”).
Last Updated: April 6, 2007 CHASE AFFILIATE AGREEMENTChase Affiliate Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
THIS AGREEMENT sets forth the terms and conditions agreed to between Chase Bank USA, N.A. (?Chase?) and you as an “Affiliate” in the Chase Affiliate Program (the “Affiliate Program”). Once accepted into the Affiliate Program, an Affiliate can establish links from the Affiliate’s Website to [Chase.com]. Chase will pay Affiliate a fee for each approved credit card account that originates from a link in Affiliate’s Website.
CCCI HOLDINGS, INC. INVESTORS' RIGHTS AGREEMENT OCTOBER 30, 2006Rights Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
THIS INVESTORS' RIGHTS AGREEMENT is made as of October 30, 2006, by and among CCCI Holdings, Inc., a Delaware corporation (the "Company") and each holder of capital stock of the Company identified on the Schedule of Investors hereto, (each an "Investor").
Suite 2300 Austin, Texas 78701CreditCards.com, Inc. • August 10th, 2007
This letter will confirm our agreement that pursuant to and effective as of your purchase of Series A Convertible Redeemable Preferred Stock (the “Preferred Stock”) of CCCI Holdings, Inc., a Delaware corporation (the “Company”), American Capital Equity I, LLC (“Investor”), shall be entitled, so long as Investor holds (beneficially or otherwise) any shares of the Company’s Preferred Stock or common stock or Series B Redeemable Preferred Stock issued upon conversion of the Preferred Stock, to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the financing agreements delivered in connection with the sale of the Preferred Stock, as amended, and as otherwise required by law:
DEMARSECO HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Executive Employment Agreement (the “Agreement”) is entered into as of October 30, 2006 (the “Effective Date”) by and between DcMarseCo Holdings, Inc., a Delaware corporation (the “Company”), and Elisabeth DeMarse (“Executive”).
QuickLinks -- Click here to rapidly navigate through this documentRedemption Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Redemption Agreement ("Agreement") is entered into as of June 18, 2007, by and among CCCI Holdings, Inc., a Delaware corporation (the "Corporation"), the holders of the Corporation's shares of Series A convertible redeemable preferred stock, par value $0.001 per share (the "Series A Convertible Redeemable Preferred Stock") and the holders of the Corporation's shares of Series A-1 convertible redeemable preferred stock, par value $0.001 per share (the "Series A-1 Convertible Redeemable Preferred Stock", and together with the Series A Convertible Redeemable Preferred Stock, the "Convertible Redeemable Preferred Stock") set forth on Exhibit A hereto (individually, a "Seller", and together, the "Sellers"). Terms used but not defined herein have such meaning as defined in the Corporation's Amended and Restated Certificate of Incorporation filed on October 13, 2006 (the "Certificate of Incorporation").
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 10th, 2007 • CreditCards.com, Inc. • Texas
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made and entered into as of October 30, 2006 by and between DeMarseCo Holdings, Inc., a Delaware corporation (“Acquiror”), CreditCards.com, L.P., a Texas limited partnership (the “Target”), and Daniel H. Smith (“Smith” and, together with Target, the “Inducer”).
CREDIT AGREEMENT by and among DEMARSECO HOLDINGS, INC., as the Borrower, CCCI HOLDINGS, INC., as the Guarantor AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent, and THE LENDERS IDENTIFIED ON ANNEX A HERETO October 30, 2006Credit Agreement • November 2nd, 2007 • CreditCards.com, Inc. • Services-business services, nec • Maryland
THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 30, 2006, is by and among CCCI Holdings, Inc., a Delaware corporation (“Parent”), DeMarseCo Holdings, Inc., a Delaware corporation (the “Borrower” and, collectively with Parent, each a “Loan Party” and collectively the “Loan Parties”), the lenders that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto, which Annex A will be deemed amended upon the consummation of any assignment consummated in accordance with the terms hereof) attached hereto (each a “Lender” and collectively, the “Lenders”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for the Lenders (in such capacity, “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article I hereof.
ContractCreditCards.com, Inc. • August 10th, 2007 • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH NOTE OR SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
CONSENT OF LANDLORD (to Sublease)Commercial Sublease Agreement • August 10th, 2007 • CreditCards.com, Inc.
THIS LEASE (the “Lease”) is made as of July 11, 2002 [fill in prior to execution], between CarrAmerica Realty, L.P., t/a Tower of the Hills (the “Landlord”), and the Tenant as named in the Schedule below. The term “Project” means the building (the “Building”) known as “Tower of the Hills” and the land (the “Land”) located at 13809 Research Boulevard, Austin, Texas 78750, and legally described in Appendix A. “Premises” means that part of the Project leased to Tenant described in the Schedule and outlined on Appendix A.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 20th day of September, 2006, by and among DeMarseCo Holdings, Inc., a Delaware corporation (the “Company”), and the investor set forth on Exhibit A attached to this Agreement (the “Investor”).
STOCK PURCHASE AND EXCHANGE AGREEMENTStock Purchase and Exchange Agreement • August 10th, 2007 • CreditCards.com, Inc. • Delaware
This Stock Purchase and Exchange Agreement (this “Agreement”) is made effective as of October 30, 2006 (the “Effective Date”), by and between CCCI Holdings, Inc., a Delaware corporation (the “Company”), and each of the persons and entities identified on the Schedule of Purchasers hereto (each a “Purchaser”).
AMENDED AND RESTATED CREDIT AGREEMENT by and among CREDITCARDS.COM, INC. as the Borrower, CCCI HOLDINGS, INC., as the Guarantor AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent, and THE LENDERS IDENTIFIED ON ANNEX A HERETO June 18, 2007Credit Agreement • November 2nd, 2007 • CreditCards.com, Inc. • Services-business services, nec • Maryland
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of June 18, 2007, is by and among CCCI Holdings, Inc., a Delaware corporation ("Parent"), CreditCards.com, Inc. (formerly known as DeMarseCo Holdings, Inc.), a Delaware corporation (the "Borrower" and, collectively with Parent, each a "Loan Party" and collectively the "Loan Parties"), the lenders that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto, which Annex A will be deemed amended upon the consummation of any assignment consummated in accordance with the terms hereof) attached hereto (each a "Lender" and collectively, the "Lenders"), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation ("ACFS"), as administrative and collateral agent for the Lenders (in such capacity, "Agent"). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article I hereof.
ContractCreditCards.com, Inc. • August 10th, 2007
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED LETTER AGREEMENTLetter Agreement • September 17th, 2007 • CreditCards.com, Inc. • Services-business services, nec • Texas
This Amended and Restated Letter Agreement (this “Agreement”), dated as of October 23, 2006, is by and between BPO Newco II, Inc., a Delaware corporation (“BPO”), and DeMarseCo, Inc., a Delaware corporation (“DeMarseCo”).
Commission Junction Publisher Service Agreement IntroductionCommission Junction Publisher Service Agreement • August 10th, 2007 • CreditCards.com, Inc. • California
This Publisher Service Agreement (“Agreement”) is made by and agreed to between Commission Junction, Inc., a Delaware corporation, located at 530 East Montecito Street, Santa Barbara, CA 93103, USA (“CJ”), and you (“You”). As an application service provider, CJ facilitates “Performance Marketing Programs” by providing services (“Network Service”) via the Internet. A “Performance Marketing Program” (“Program”) is where a person, entity, affiliate or its agent, operating “Web site(s)” (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to another’s Web site or Web site content (“Publisher”) may earn financial compensation (“Payouts”) for “Transactions” (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a “Visitor” (any person or entity that is not the Publisher or the Publisher’s agent) through an Internet connection (“Link”) to a Web site or Web site content operated by another person or entity (“
LEAPFROG ONLINE MEDIA PROVIDER AGREEMENTLeapfrog Online Media Provider Agreement • August 10th, 2007 • CreditCards.com, Inc. • Illinois
THIS AGREEMENT (“Agreement”) is made and is effective as of this 7th day of April, 2005, (“Effective Date”) by and between Leapfrog Online Customer Acquisition, LLC (“Leapfrog Online”), a Limited Liability Company organized under the laws of the State of Delaware, and CREDITCARDS.COM, LP (“Media Provider”), a Partnership organized under the laws of the State of Texas.
