Bankrate, Inc. Common Stock, par value $0.01 per share Underwriting Agreement (the “Agreement”)Underwriting Agreement • March 10th, 2014 • Bankrate, Inc. • Services-business services, nec • New York
The stockholder of Bankrate, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto 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 14,000,000 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 Stockholder proposes to sell up to 2,100,000 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.”
BANKRATE, INC., as Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $300,000,000 6.125% Senior Notes due 2018 INDENTURE Dated as of August 7, 2013Indenture • August 13th, 2013 • Bankrate, Inc. • Services-business services, nec • New York
INDENTURE dated as of August 7, 2013, among BANKRATE, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
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 by and among RED VENTURES HOLDCO, LP, BATON MERGER CORP. and BANKRATE, INC. Dated as of July 2, 2017Agreement and Plan of Merger • July 7th, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2017 (this “Agreement”), by and among Red Ventures Holdco, LP, a North Carolina limited partnership (“Parent”), Baton Merger Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Bankrate, Inc., a Delaware corporation (the “Company”).
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.”
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”).
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2013 • Bankrate, Inc. • Services-business services, nec • Florida
THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT, dated as of December 31, 2012 (this “Amendment”), is between Bankrate, Inc. (the “Company”) and Thomas R. Evans (the “Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 7th, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 2, 2017 (the “Effective Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and Kenneth S. Esterow (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 22nd, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 3rd day of March, 2014 (the “Effective Date”) by and between James R. Gilmartin (“Executive”) and Bankrate, Inc., a Delaware corporation (the “Company”).
REVOLVING CREDIT AGREEMENT dated as of August 7, 2013 among BANKRATE, INC., as Borrower, and CERTAIN SUBSIDIARIES OF BANKRATE, INC., as Guarantors, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Joint Lead Arranger, Joint Bookrunner, Joint...Revolving Credit Agreement • August 13th, 2013 • Bankrate, Inc. • Services-business services, nec • New York
This REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of August 7, 2013, among BANKRATE, INC., a Delaware corporation (the “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders (as defined below), ROYAL BANK OF CANADA, as joint lead arranger (in such capacity, an “Arranger”), joint bookrunner and joint syndication agent (in such capacity, a “Syndication Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and GOLDMAN SACHS BANK USA as joint lead arranger (in such capacity, an “Arranger” and, together with ROYAL BANK OF CANADA, the “Arrangers”), joint bookrunner and joint syndication agent (in such capacity, a “Syndication Agent” and, together with ROYAL BANK OF CANADA, the “Syndication Agents”).
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).
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”).
Bankrate, Inc. 2011 Equity Compensation Plan PERFORMANCE Share AGREEMENTCompensation Plan Performance Share Agreement • June 18th, 2015 • Bankrate, Inc. • Services-business services, nec • Florida
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”), dated as of February 2, 2015 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [ ], an employee of the Company (the “Grantee”).
BANKRATE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2013 • Bankrate, Inc. • Services-business services, nec • Florida
This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of May 14, 2013 (the “Grant Date”), is delivered by BANKRATE, INC. (the “Company”) to [ ], a director of the Company (the “Grantee”).
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • May 10th, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • Delaware
THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”), dated as of March 15, 2017 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [NAME], an employee of the Company (the “Participant”).
OFFICE LEASEOffice Lease • June 18th, 2015 • Bankrate, Inc. • Services-business services, nec
THIS OFFICE LEASE (the “Lease”) is made and entered into as of the Date of this Lease, by and between Landlord and Tenant. “Date of this Lease” shall mean the date on which the last one of the Landlord and Tenant has signed this Lease.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 18th, 2015 • Bankrate, Inc. • Services-business services, nec • Florida
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of February 2, 2015 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [ ], an employee of the Company (the “Grantee”).
EQUITY PURCHASE AGREEMENT, dated as of November 5, 2015, between BANKRATE, INC. and All Web Leads, Inc.Equity Purchase Agreement • March 9th, 2016 • Bankrate, Inc. • Services-computer processing & data preparation • New York
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 10th, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of March 15, 2017 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [NAME], an employee of the Company (the “Participant”).
SECOND AMENDMENT TO AMENDED AND RESTATED OFFICE LEASEOffice Lease • August 8th, 2013 • Bankrate, Inc. • Services-business services, nec
THIS SECOND AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Second Amendment”) is entered into as of the 4th day of June, 2013, by and between 1860 BLAKE STREET, LLC, a Colorado limited liability company (“Landlord”) and NETQUOTE, INC., a Colorado corporation (“Tenant”).
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”).
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.Bankrate, Inc. • May 18th, 2011 • Services-business services, nec • Delaware
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 8th, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of June 21, 2017 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [NAME], a non-employee director of the Company (the “Participant”).
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.
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.
Separation AgreementSeparation Agreement • November 5th, 2015 • Bankrate, Inc. • Services-computer processing & data preparation • Florida
This Separation Agreement (this “Agreement”), by and between Bankrate, Inc., a Delaware corporation (the “Company”), and Donaldson Ross (the “Executive”) is entered into as of November 2, 2015.
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.
EXECUTIVE AGREEMENTExecutive Agreement • September 6th, 2013 • Bankrate, Inc. • Services-business services, nec • Florida
THIS EXECUTIVE AGREEMENT (this “Agreement”) is entered into on the 3rd day of September, 2013 by and between Kenneth S. Esterow (“Executive”) and Bankrate, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2014 • Bankrate, Inc. • Services-business services, nec • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 15 June, 2011 (the “Effective Date”) by and between Jeff Grant (“Executive”) and Bankrate, Inc., a Delaware corporation (the “Company,”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 23rd, 2016 • Bankrate, Inc. • Services-computer processing & data preparation • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 5, 2016 is by and among Bankrate, Inc., a Delaware corporation (“Buyer”), Next Advisor, Inc., a California corporation (“Seller”), and Robert E. Larson (“Owner” and together with Seller, “Seller Parties”).
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.
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”).
Supplemental IndentureSupplemental Indenture • August 8th, 2014 • Bankrate, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 30, 2014, by and among the undersigned as Guarantor (the “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
