SC TO-T

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

BANKRATE, INC.

(Name of Subject Company—(Issuer))

BEN MERGER SUB, INC.

(Names of Filing Persons—(Offeror))

BEN HOLDINGS, INC.

(Names of Filing Persons—(Offeror))

Ben Holding S.à.r.l.
Apax US VII, L.P.
Apax Europe VII-A, L.P.
Apax Europe VII-B, L.P.
Apax Europe VII-1, L.P.
Apax US VII GP, L.P.
Apax US VII GP, Ltd.
Apax Europe VII GP L.P. Inc.
Apax Europe VII GP Co. Limited

(Names of Filing Persons—(Other Person(s)))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

06646V108

(CUSIP Number of Class of Securities)

Mitch Truwit
c/o BEN Holdings, Inc.
601 Lexington Avenue, 53rd Floor
New York, New York 10022
Telephone: (212) 646-7242

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:
Joshua N. Korff, Esq.
Susan J. Zachman, Esq.
Christopher A. Kitchen, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$585,692,014	$32,682

*	Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 19,148,003 shares of common stock, par value $0.01 per share, at $28.50 per share. The transaction value also includes the offer price of $28.50 multiplied by 1,402,594, the estimated number of options to purchase shares that are currently outstanding and exercisable upon expiration of the offer.
**	The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2009 issued by the SEC, effective March 11, 2009, by multiplying the Transaction Value by 0.00005580.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Filing Party:

     Form or Registration No.:

     Date Filed:

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

o Check the appropriate boxes to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by BEN Merger Sub, Inc, a Florida corporation (“Purchaser”), a wholly-owned subsidiary of BEN Holdings, Inc., a Delaware corporation (“Parent”), Ben Holding S.à.r.l., which is beneficially owned by Apax US VII, L.P., Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. This Schedule TO relates to the offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $0.01 per share, of Bankrate, Inc., a Florida corporation (“Bankrate”) at a purchase price of $28.50 per share, net to the seller in cash, without interest, and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 28, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”).

     This Schedule TO is intended to satisfy the requirements of Schedule 13E-3. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, and is supplemented by the information specifically provided therein.

Item 1: Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated by reference.

Item 2: Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The name of the subject company, and the address and telephone number of its principal executive offices are as follows:

Bankrate, Inc.
11760 U.S. Highway One, Suite 200
North Palm Beach, Florida 33408
(561) 630-2400

(b)	Securities. The class of securities to which this Schedule TO relates is the common stock, par value $0.01 per share of Bankrate, of which 19,148,003 shares were issued and outstanding as of July 27, 2009, of which 262,499 were restricted shares.
(c)	Trading Market and Price. The information set forth under the caption THE TENDER OFFER—Section 6 (“Price Range of Bankrate Shares; Dividends on Bankrate Shares”) of the Offer to Purchase is incorporated herein by reference.

Item 3: Identity and Background of Filing Person

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions, together with Schedule A attached thereto, is incorporated herein by reference:

2

SUMMARY TERM SHEET
THE TENDER OFFER—Section 10 (“Certain Information Concerning Purchaser and Parent”)

Item 4: Terms of the Transaction

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference

Item 5: Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a)	Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 10 (“Certain Relationships Between Parent or Purchaser and Bankrate”)
(b)	Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”)

Item 6: Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(a) Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent,
Purchaser and the Apax VII Funds”)
SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for
Bankrate after the Merger”)

(c)(1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET
SPECIAL FACTORS—Section 1 (“Background of the Offer”)
SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the
Merger”)

3

SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for
Bankrate after the Merger”)
SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and
Executive Officers in the Offer and the Merger”)
SPECIAL FACTORS—Section 10 (“Certain Relationships Between Parent or
Purchaser and Bankrate”)
SPECIAL FACTORS—Section 12 (“The Merger Agreement”)
THE TENDER OFFER—Section 11 (“Source and Amount of Funds”)
THE TENDER OFFER—Section 13 (“Dividends and Distributions”)

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

Item 7: Source and Amount of Funds or Other Consideration

Regulation M-A Item 1007

(b)	Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”) THE TENDER OFFER—Section 11 (“Source and Amount of Funds”) THE TENDER OFFER—Section 12 (“Conditions to the Offer”) THE TENDER OFFER—Section 15 (“Fees and Expenses”)

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

(c) Conditions. The Offer is not subject to any financing conditions.

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

(d) Borrowed Funds. Not applicable.

Item 8: Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a)	Securities Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 11 (“Security Ownership of Certain Beneficial Owners and Management”)

4

THE TENDER OFFER—Section 10 (“Certain Information Concerning Purchaser and Parent”)

(b) Securities Transactions. None.

Item 9: Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(c)

Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) THE TENDER OFFER—Section 3 (“Procedures for Tendering Bankrate Shares”) THE TENDER OFFER—Section 15 (“Fees and Expenses”)

Item 10. Financial Statements

Regulation M-A Item 1010

Not Applicable.

Item 11: Additional Information

Regulation M-A Item 1011

(a)

Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the Merger”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”) THE TENDER OFFER—Section 8 (“Possible Effects of the Offer on the Market for the Bankrate Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations”) THE TENDER OFFER—Section 10 (“Certain Information Concerning Purchaser and Parent”)

5

THE TENDER OFFER—Section 14 (“Certain Legal Matters; Regulatory Approvals”)

(b) Other Material Information. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12. Exhibits

Regulation M-A Item 1016

Exhibit No.
(a)(1)(A)	Offer to Purchase, dated July 28, 2009.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks.
(a)(1)(F)	Text of press release, dated July 28, 2009, concerning the Offer.
(a)(1)(G)	Summary Advertisement as published on July 28, 2009.
(a)(2)	The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009, which is incorporated by reference herein.
(a)(5)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(b)	None.
(d)(1)	Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.
(d)(2)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(3)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(4)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. O’Block (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(5)	Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(6)	Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(d)(7)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).

6

Exhibit No.
(d)(8)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P. and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(g)	None.
(h)	None.

Item 13. Information Required by Schedule 13E-3

Item 1: Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated by reference.

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The name of the subject company, and the address and telephone number of its principal executive offices are as follows:

Bankrate, Inc.
11760 U.S. Highway One, Suite 200
North Palm Beach, Florida 33408
(561) 630-2400

(b)	Securities. The class of securities to which this Schedule TO relates is the common stock, par value $0.01 per share of Bankrate, of which 19,148,003 shares were issued and outstanding as of July 20, 2009 of which 262,499 were restricted shares. The information set forth on the cover page and in the INTRODUCTION of the Offer to Purchase is incorporated herein by reference.
(c)	Trading Market and Price. The information set forth under the caption THE TENDER OFFER—Section 6 (“Price Range of Bankrate Shares; Dividends on Bankrate Shares”) of the Offer to Purchase is incorporated herein by reference.
(d)	Dividends. The information set forth under the caption THE TENDER OFFER—Section 6 (“Price Range of Bankrate Shares; Dividends on Bankrate Shares”) of the Offer to Purchase is incorporated herein by reference.
(e)	Prior Public Offerings. Not applicable.
(f)	Prior Stock Purchases. Not applicable.

Item 3: Identity and Background of Filing Person

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions, Schedule A attached thereto, is incorporated herein by reference:

7

SUMMARY TERM SHEET
THE TENDER OFFER—Section 10 (“Certain Information Concerning Purchaser and Parent”)

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a)	Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference
(c)	Different Terms. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET THE TENDER OFFER—Section 1 (“Terms of the Offer; Expiration Date”) THE TENDER OFFER—Section 3 (“Procedures for Tendering Bankrate Shares”) THE TENDER OFFER—Section 11 (“Source and Amount of Funds”) SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”)

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

(d)	Appraisal Rights. The information set forth under the caption SPECIAL FACTORS—Section 13 (“Appraisal Rights”) of the Offer to Purchase is incorporated herein by reference.
(e)	Provisions for Unaffiliated Security Holders. Not applicable.
(f)	Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a) Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 10 (“Certain Relationships Between Parent or Purchaser and Bankrate”)
(b)	Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET

8

	SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”)
(c)	Negotiations or Contacts. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”)
(e)	Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”)

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(a)	Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”)
(b)	Use of Securities Acquired. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET THE TENDER OFFER—Section 11 (“Source and Amount of Funds”) SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the Merger”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”)

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

(c)(1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET
SPECIAL FACTORS—Section 1 (“Background of the Offer”)

9

SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the Merger”)
SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for
Bankrate after the Merger”)
SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and
Executive Officers in the Offer and the Merger”)
SPECIAL FACTORS—Section 10 (“Certain Relationships Between Parent or
Purchaser and Bankrate”)
SPECIAL FACTORS—Section 12 (“The Merger Agreement”)
THE TENDER OFFER—Section 11 (“Source and Amount of Funds”)
THE TENDER OFFER—Section 13 (“Dividends and Distributions”)

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

  (c)(8) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET
SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the Merger”)

The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

Item 7. Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction

Regulation M-A Item 1013

(a)	Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”)
(b)	Alternatives. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”)
(c)	Reasons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”) SPECIAL FACTORS—Section 6 (“Position of Parent, Purchaser and the Apax VII Funds

10

	as to Fairness”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”)
(d)	Effects. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 7 (“Certain Effects of the Offer and the Merger”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”) THE TENDER OFFER—Section 5 (“Material United States Federal Income Tax Consequences of the Offer and the Merger”)

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a)	Fairness. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”) SPECIAL FACTORS—Section 6 (“Position of Parent, Purchaser and the Apax VII Funds as to Fairness”)
(b)	Factors Considered in Determining Fairness. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”) SPECIAL FACTORS—Section 6 (“Position of Parent, Purchaser and the Apax VII Funds as to Fairness”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”)
(c)	Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 12 (“The Merger Agreement”) THE TENDER OFFER—Section 12 (“Conditions to the Offer”)

11

(d)	Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”)
(e)	Approval of Directors. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”)
(f)	Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a)	Report, Opinion or Appraisal. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”)
(b)	Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”)
(c)	Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Bankrate during its regular business hours by any interested holder of Bankrate’s shares or representative of the interested holder who has been so designated in writing.

12

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a)	Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”) THE TENDER OFFER—Section 11 (“Source and Amount of Funds”) THE TENDER OFFER—Section 12 (“Conditions to the Offer”) THE TENDER OFFER—Section 15 (“Fees and Expenses”)

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

(b) Conditions. The Offer is not subject to any financing conditions.

          The Agreement and Plan of Merger, dated July 22, 2009, by and among Bankrate, Inc., BEN Holdings, Inc. and BEN Merger Sub, Inc. is herein incorporated by reference to Exhibit (d)(1) filed herewith.

(c)	Expenses. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:
	THE TENDER OFFER—Section 14 (“Fees and Expenses”)
(d)	Borrowed Funds. Not applicable.

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d)	Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 5 (“Purposes and Reasons of Parent, Purchaser and the Apax VII Funds”) SPECIAL FACTORS—Section 6 (“Position of Parent, Purchaser and the Apax VII Funds as to Fairness”) SPECIAL FACTORS—Section 8 (“Purposes, Reasons and Plans for Bankrate after the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) SPECIAL FACTORS—Section 10 (“Certain Relationships Between Parent or Purchaser and Bankrate”) SPECIAL FACTORS—Section 12 (“The Merger Agreement”)
(e)	Recommendations of Others. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”)

13

SPECIAL FACTORS—Section 6 (“Position of Parent, Purchaser and the Apax VII Funds as to Fairness”)

Item 13. Financial Information

Regulation M-A Item 1010

(a)(1)	The audited consolidated financial statements of Bankrate as of and for the fiscal years ended December 31, 2007 and December 31, 2008 are incorporated herein by reference to Item 8 to Bankrate’s Annual Report on Form 10-K for the year ended December 31, 2008.
(a)(2)	The unaudited consolidated financial statements of Bankrate as of and for the quarter ended March 31, 2009 are incorporated herein by reference to Item 1 to Bankrate’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
(a)(3)	The information set forth in the section of the Offer to Purchase entitled THE TENDER OFFER—Section 9 (“Certain Information Concerning Bankrate”) is incorporated herein by reference.
(a)(4)	The information set forth in the section of the Offer to Purchase entitled THE TENDER OFFER—Section 9 (“Certain Information Concerning Bankrate”) is incorporated herein by reference.
(b)	Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a)	Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
	SUMMARY TERM SHEET SPECIAL FACTORS—Section 1 (“Background of the Offer”) SPECIAL FACTORS—Section 2 (“The Support Agreements”) SPECIAL FACTORS—Section 3 (“Position of Bankrate Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 4 (“Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger”) SPECIAL FACTORS—Section 9 (“Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger”) THE TENDER OFFER—Section 3 (“Procedures for Tendering Bankrate Shares”) THE TENDER OFFER—Section 15 (“Fees and Expenses”)
(b)	Employees and Corporate Assets.
	Not applicable.

Item 15: Additional Information

Regulation M-A Item 1011

14

(b) Other Material Information. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12. Exhibits

Regulation M-A Item 1016

Exhibit No.
(a)(1)(A)	Offer to Purchase, dated July 28, 2009.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks.
(a)(1)(F)	Text of press release, dated July 28, 2009, concerning the Offer.
(a)(1)(G)	Summary Advertisement as published on July 28, 2009.
(a)(2)	The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009, which is incorporated by reference herein.
(a)(5)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(b)	None.
(c)(1)	Opinion of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Annex B of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(c)(2)	Presentation of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(2) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(c)(3)	Opinion of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Annex C of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(c)(4)	Presentation of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(1)	Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.
(d)(2)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(3)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter

15

Exhibit No.
	C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(4)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. O’Block (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(5)	Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(6)	Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(d)(7)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(d)(8)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(f)	Statement of Appraisal Rights.
(g)	None.
(h)	None.

16

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 28, 2009

BEN MERGER SUB, INC.
By:	/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Director, Vice President, Secretary

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 28, 2009

BEN HOLDINGS, INC.
By:	/s/ Mitch Truwit
	Name:	Mitch Truwit
	Title:	Director, Vice President, Assistant Secretary

17

EXHIBIT INDEX

Exhibit No.
(a)(1)(A)	Offer to Purchase, dated July 28, 2009.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks.
(a)(1)(F)	Text of press release, dated July 28, 2009, concerning the Offer.
(a)(1)(G)	Summary Advertisement as published on July 28, 2009.
(a)(2)	The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009, which is incorporated by reference herein.
(a)(5)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(b)	None.
(c)(1)	Opinion of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Annex B of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(c)(2)	Presentation of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(2) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(c)(3)	Opinion of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Annex C of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(c)(4)	Presentation of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(1)	Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.
(d)(2)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(3)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(4)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. O’Block (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).

18

Exhibit No.
(d)(5)	Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).
(d)(6)	Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(d)(7)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(d)(8)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).
(f)	Statement of Appraisal Rights.
(g)	None.
(h)	None.

19

EX-99.A.1.A

EXHIBIT (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Bankrate, Inc.

by

BEN Merger Sub, Inc.,

a wholly-owned subsidiary of

BEN Holdings, Inc.

at

$28.50 Net per Share

THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 24, 2009, UNLESS THE OFFER IS EXTENDED. BANKRATE SHARES TENDERED PURSUANT TO THIS OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE OF THE OFFER.

Pursuant to an Agreement and Plan of Merger, dated as of July 22, 2009 (the “Merger Agreement”), by and among BEN Holdings, Inc., a Delaware corporation (“Parent”), BEN Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Bankrate, Inc., a Florida corporation (“Bankrate”), Purchaser is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Bankrate at a price of $28.50 per share, net to the seller in cash, without interest, less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in this offer to purchase (the “Offer to Purchase”) and the letter of transmittal enclosed with this Offer to Purchase (the “Letter of Transmittal”), which, together with any amendments or supplements, collectively constitute the “Offer” described in this Offer to Purchase. The Offer is being made pursuant to the Merger Agreement, pursuant to which, following the purchase by Purchaser of Bankrate shares in the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, Purchaser will be merged with and into Bankrate (the “Merger”), with Bankrate surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the Merger, each outstanding Bankrate share (other than Bankrate shares owned by Parent, Purchaser, Bankrate or any direct or indirect wholly-owned subsidiary of Parent, Purchaser or Bankrate, or by any shareholder of Bankrate who is entitled to and properly exercises appraisal rights under Florida law or any Bankrate shares identified as rollover shares pursuant to Non-Tender and Support Agreements between Parent, Purchaser and certain shareholders of Bankrate (the “Support Agreements”) will be converted into the right to receive the Offer Price.

The Bankrate board of directors has unanimously: (1) determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair and advisable to and in the best interests of Bankrate and Bankrate’s shareholders; (2) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in all respects; (3) subject to the terms and conditions of the Merger Agreement, recommended that Bankrate’s shareholders accept the Offer, tender their Bankrate shares to Purchaser pursuant to the Offer and, if required, approve and adopt the Merger and the Merger Agreement; and (4) approved the execution, delivery and performance of the Merger Agreement by and on behalf of Bankrate and the consummation of the transactions contemplated thereby, including the Offer and the Merger. Accordingly, Bankrate’s board

of directors unanimously recommends that the shareholders of Bankrate accept the Offer and tender their Bankrate shares to Purchaser in the Offer and, if required, vote to approve the Merger and the Merger Agreement.

The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to 12:00 midnight, New York City time, on August 24, 2009 (the “Expiration Date” (unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire) at least a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the Florida Business Corporation Act (the “FBCA”). The foregoing condition is referred to as the “Minimum Condition.” The Minimum Condition may be waived by Purchaser, at its sole option, (i) if the number of Bankrate shares validly tendered and not withdrawn shall be at least equal to the difference between (x) a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the FBCA, less (y) the number of Bankrate shares subject to Support Agreements or (ii) with the prior written consent of Bankrate. The Offer is also subject to other conditions described in Section II. 12 (Conditions to the Offer) of this Offer to Purchase.

IMPORTANT

If you desire to tender all or any portion of your Bankrate shares to Purchaser in the Offer you should either (i) complete and sign the Letter of Transmittal (or a photocopy of it) for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal (having your signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a photocopy of it) and any other required documents to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), and either deliver the certificates representing such Bankrate shares (the “Certificates”) to the Depositary along with the Letter of Transmittal (or a photocopy of it) or tender such Bankrate shares by book-entry transfer by following the procedures described in Section II. 3 (Procedures for Tendering Bankrate Shares) of this Offer to Purchase, in each case prior to the Expiration Date or (ii) request your broker, dealer, bank, trust company or other nominee to effect the transaction for you. If your Bankrate shares are registered in the name of a broker, dealer, bank, trust company or other nominee, then you must contact that institution in order to tender such Bankrate shares to Purchaser in the Offer.

If you desire to tender Bankrate shares to Purchaser in the Offer and your Certificates representing such Bankrate shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering Bankrate shares by book-entry transfer, or you cannot deliver all required documents to the Depositary prior to the Expiration Date, you may tender such Bankrate shares to Purchaser in the Offer by following the procedures for guaranteed delivery described in Section II. 3 (Procedures for Tendering Bankrate Shares) of this Offer to Purchase.

Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”) at the address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery enclosed with this Offer to Purchase (the “Notice of Guaranteed Delivery”) and other related materials may be obtained from the Information Agent.

This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer.

This transaction has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders May Call Toll-Free: (888) 750-5834

Banks and Brokers May Call Collect: (212) 750-5833

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET		1
INTRODUCTION		8
I. SPECIAL FACTORS		9
1.  Background of the Offer		9
2.  The Support Agreements		14
3.  Position of Bankrate Regarding the Fairness of the Offer and the Merger		16
4.  Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger		16
5.  Purposes and Reasons of Parent, Purchaser and the Apax VII Funds		16
6.  Position of Parent, Purchaser and the Apax VII Funds as to Fairness		17
7.  Certain Effects of the Offer and the Merger		19
8.  Purposes, Reasons and Plans for Bankrate After the Merger		20
9.  Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger		21
10. Certain Relationships Between Parent or Purchaser and Bankrate		25
11. Security Ownership of Certain Beneficial Owners and Management		25
12. The Merger Agreement		26
13. Appraisal Rights		39
14. Management Fees Following the Effective Time of the Merger		40
II. THE TENDER OFFER		41
1.  Terms of the Offer; Expiration Date		41
2.  Acceptance for Payment and Payment for Bankrate Shares		42
3.  Procedures for Tendering Bankrate Shares		43
4.  Withdrawal Rights		45
5.  Material United States Federal Income Tax Consequences of the Offer and the Merger		46
6.  Price Range of Bankrate Shares; Dividends on Bankrate Shares		49
7.  Effects on the Company if the Offer is Not Consummated		49
8.  Possible Effects of the Offer on the Market for the Bankrate Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations		50
9.  Certain Information Concerning Bankrate		51
10. Certain Information Concerning Purchaser and Parent		53
11. Source and Amount of Funds		54
12. Conditions to the Offer		55
13. Dividends and Distributions		56
14. Certain Legal Matters; Regulatory Approvals		56
15. Fees and Expenses		59
16. Miscellaneous		60
SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER, PARENT AND CONTROLLING ENTITIES		S-1
Annex A Agreement and Plan of Merger		A-1

SUMMARY TERM SHEET

We are BEN Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of BEN Holdings, Inc., and we are offering to purchase all of the outstanding Bankrate, Inc. (“Bankrate”) shares. The following are some of the questions you, as a shareholder of Bankrate, may have about our offer to purchase all of the outstanding Bankrate shares upon the terms and conditions set forth in this offer to purchase (the “Offer to Purchase”) and the letter of transmittal enclosed with this Offer to Purchase (the “Letter of Transmittal”) which, together with any amendments or supplements collectively constitute the “Offer” described in this Offer to Purchase and our answers to those questions. This section entitled the Summary Term Sheet (the “Summary Term Sheet”) provides important and material information about our Offer that is described in more detail elsewhere in this Offer to Purchase, but this Summary Term Sheet may not include all of the information about our Offer that is important to you. We urge you to carefully read the remainder of this Offer to Purchase and the Letter of Transmittal for our Offer because the information in this Summary Term Sheet is not complete. We have included cross-references in this Summary Term Sheet to other sections of this Offer to Purchase to direct you to the sections of this Offer to Purchase in which a more complete description of the topics covered in this Summary Term Sheet appear.

Who is offering to buy my Bankrate shares?

Our name is BEN Merger Sub, Inc. (“Purchaser”). We are a Florida corporation organized as a wholly-owned subsidiary of BEN Holdings, Inc., a Delaware corporation (“Parent”), for the sole purpose of making a tender offer for the outstanding Bankrate shares and completing the process by which Purchaser will be merged with and into Bankrate (the “Merger”). Parent is a wholly-owned subsidiary of Ben Holding S.à.r.l., which is beneficially owned by Apax US VII, L.P. (“Apax US VII Fund”), Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. (“Apax Europe VII Funds,” and together with Apax US VII Fund, the “Apax VII Funds”). Apax Partners, L.P. is (i) an advisor to Apax US VII Fund under an investment advisory agreement with Apax US VII Fund, and (ii) an advisor to Apax Europe VII Funds, which is an advisor to Apax Partners Europe Managers Limited, the discretionary investment manager to the Apax Europe VII Funds, under separate investment advisory contracts (Apax Partners, L.P., in such capacities described in the foregoing clauses (i) and (ii), is referred to as “Apax”). See Introduction and Section II. 10 (Certain Information Concerning Purchaser and Parent) of this Offer to Purchase for more information.

How many Bankrate shares are you offering to purchase?

We are making an offer to purchase all of the outstanding Bankrate shares. See Introduction and Section II. 1 (Terms of the Offer; Expiration Date) of this Offer to Purchase for more information.

How much are you offering to pay for my Bankrate shares, what is the form of payment, and will I have to pay any fees or commissions if I tender my Bankrate shares in your Offer?

We are offering to pay $28.50 per share, net to you, in cash, without interest and less any applicable withholding taxes (the “Offer Price”), for each Bankrate share that you own. If you are the record owner of your Bankrate shares and you tender them in our Offer, you will not have to pay any brokerage fees or similar expenses to do so. If you own your Bankrate shares through a broker or other nominee, and your broker tenders your Bankrate shares in our Offer on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether it will charge you a fee for tendering your Bankrate shares in our Offer. See Introduction and Section II. 1 (Terms of the Offer; Expiration Date) of this Offer to Purchase for more information.

Do you have the financial resources to pay for all of the Bankrate shares that you are offering to purchase?

Yes. We estimate that the total amount of funds necessary to purchase all Bankrate shares in the Offer or the Merger and to complete the related transactions, including the payment of fees and expenses in connection with the Offer and the Merger, will be approximately $612.0 million, which we expect will be funded by

1

equity and/or debt financing provided by the Apax VII Funds. Parent has received commitments from the Apax VII Funds totaling $570.8 million, and the Apax VII Funds have available to them sufficient funds to honor those commitments. The difference of approximately $41.2 million will be used to pay various fees and expenses related to the Offer and the Merger and will be funded from Bankrate’s cash on hand. Funding of the financing is subject to the satisfaction of the conditions set forth in the commitment letters pursuant to which the financing will be provided. See Section I. 2 (The Support Agreements) and Section II. 11 (Source and Amount of Funds) of this Offer to Purchase for more information.

How long do I have to tender my Bankrate shares in your Offer?

Unless we extend our Offer following completion of the initial Offer as described below, you will have until 12:00 midnight, New York City time, on August 24, 2009, (the “Expiration Date,” unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement (as defined below), in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire) to tender your Bankrate shares in our Offer. If you cannot deliver everything that is required to tender your Bankrate shares by that time, you may be able to use a guaranteed delivery procedure to tender your Bankrate shares, as described in Section II. 3 (Procedures for Tendering Bankrate Shares) of this Offer to Purchase. As of the date of this Offer to Purchase, we have no intention to extend the Offer.

What are the most significant conditions to your Offer?

Under the terms of the Agreement and Plan of Merger, dated as of July 22, 2009 (the “Merger Agreement”), we are not obligated to purchase any Bankrate shares that are tendered in our Offer unless, prior to the Expiration Date, there have been validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date at least a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the Florida Business Corporation Act (the “FBCA”). The foregoing condition is referred to as the “Minimum Condition.” The Minimum Condition may be waived by Purchaser, at its sole option, (i) if the number of Bankrate shares validly tendered and not withdrawn shall be at least equal to the difference between (x) a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the FBCA, less (y) the number of Bankrate shares subject to Non-Tender and Support Agreements between Parent, Purchaser and certain Shareholders of Bankrate (the “Support Agreements”) or (ii) with the prior written consent of Bankrate. The Offer is also subject to other conditions described in Section II. 12 (Conditions to the Offer) of this Offer to Purchase.

Our Offer is not subject to any financing contingencies, but it is subject to a number of other conditions, including conditions with respect to the expiration or termination of the waiting period applicable to our acquisition of Bankrate shares in connection with the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the accuracy of Bankrate’s representations and warranties set forth in the Merger Agreement subject to materiality and material adverse effect qualifications, Bankrate’s compliance in all material respects with its covenants set forth in the Merger Agreement, Bankrate’s board of directors not having withdrawn its recommendation with respect to our Offer and the Merger, the absence of certain legal impediments to our Offer or the Merger, the absence of any material adverse effect with respect to Bankrate, and the absence of certain legal proceedings involving a governmental body related to our Offer or the Merger. See Section II. 12 (Conditions to the Offer) of this Offer to Purchase for more information about these and other conditions to our Offer.

Purchaser has reserved the right to increase the amount of consideration payable in the Offer and to waive any condition of the Offer, except the Minimum Condition. However, Purchaser may waive the Minimum Condition, at the sole option of Purchaser, if the sum of the number of Bankrate shares validly tendered and

2

not withdrawn plus the number of Bankrate shares subject to the Support Agreements is at least equal to a majority of the outstanding Bankrate shares.

Under what circumstances can or must you extend your Offer?

We are required to extend our Offer beyond its initial Expiration Date:

•  for any period required by any rule or regulation of the Securities and Exchange Commission (the “SEC”); and

•  from time to time for one or more periods of up to 20 business days each, the length of each such period to be determined by Purchaser in its sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by the Merger Agreement, or the Merger Agreement is terminated in accordance with its terms.

In addition, we are permitted to (but not required to) extend our Offer beyond its initial Expiration Date, for a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date less than 80% of the number of Bankrate shares then outstanding (including, for purposes of determining the 80% threshold, the number of Bankrate shares held by persons subject to the Support Agreements) have been validly tendered and not withdrawn.

See Section II. 1 (Terms of the Offer; Expiration Date) of this Offer to Purchase for more information.

How will I be notified if you extend your Offer?

If we extend our Offer, we will inform Computershare Trust Company, N.A., the depositary of the Offer (the “Depositary”) of that fact and will make a public announcement of the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which our Offer was previously scheduled to expire. See Section II. 1 (Terms of the Offer; Expiration Date) of this Offer to Purchase for more information.

How do I tender my Bankrate shares in your Offer?

To tender all or any portion of your Bankrate shares in our Offer, you must either deliver the Certificates representing your tendered Bankrate shares, together with the Letter of Transmittal (or a photocopy of it) enclosed with this Offer to Purchase, properly completed and duly executed, with any required signature guarantees, and any other required documents, to the Depositary or tender your Bankrate shares using the book-entry procedure described in Section II. 3 (Procedures for Tendering Bankrate Shares), prior to the expiration of our Offer.

If you hold your Bankrate shares in street name through a broker, dealer, bank, trust company or other nominee and you wish to tender all or any portion of your Bankrate shares in our Offer, the broker, dealer, bank, trust company or other nominee that holds your Bankrate shares must tender them on your behalf through the Depositary.

If you cannot deliver the items that are required to be delivered to the Depositary by the expiration of our Offer, you may obtain additional time to do so by having a broker, bank or other fiduciary that is a member of the Securities Transfer Agent’s Medallion Program, the New York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”) guarantee that the missing items will be received by the Depositary within three Nasdaq Global Select Market trading days. You may use the notice of guaranteed delivery enclosed with this Offer to Purchase (the “Notice of Guaranteed Delivery”) for this purpose. To tender Bankrate shares in this manner, however, the Depositary must receive the missing items within such three trading day period. See Section II. 3 (Procedures for Tendering Bankrate Shares) of this Offer to Purchase for more information.

3

Can I withdraw Bankrate shares that I previously tendered in your Offer? Until what time may I withdraw previously tendered Bankrate shares?

Yes. You can withdraw some or all of the Bankrate shares that you previously tendered in our Offer at any time prior to the Expiration Date of our Offer. Further, if we have not accepted your Bankrate shares for payment by September 26, 2009, you can withdraw them at any time after September 26, 2009. Once we accept your tendered Bankrate shares for payment upon the expiration of our Offer, however, you will no longer be able to withdraw them. See Section II. 1 (Terms of the Offer; Expiration Date) and Section II. 4 (Withdrawal Rights) of this Offer to Purchase for more information.

How do I withdraw my previously tendered Bankrate shares?

To withdraw any Bankrate shares that you previously tendered in our Offer, you (or, if your Bankrate shares are held in street name, the broker, dealer, bank, trust company or other nominee that holds your Bankrate shares) must deliver a written notice of withdrawal (or a photocopy of one), with the required information, to the Depositary, while you still have the right to withdraw your Bankrate shares. See Section II. 1 (Terms of the Offer; Expiration Date) and Section II. 4 (Withdrawal Rights) of this Offer to Purchase for more information.

Has Bankrate’s board of directors approved your Offer?

Yes. Our Offer is being made pursuant to the Merger Agreement. Bankrate’s board of directors has unanimously:

•  determined that the terms of the Offer, the Merger Agreement and the other transactions contemplated by the Merger Agreement, are fair and advisable to and in the best interests of Bankrate and Bankrate’s shareholders;

•  approved the Merger Agreement and the transactions contemplated thereby, including our Offer and the Merger, in all respects;

•  subject to the terms and conditions of the Merger Agreement, resolved to recommend that Bankrate’s shareholders accept our Offer, tender their Bankrate shares to Purchaser pursuant to our Offer and, if required, approve and adopt the Merger Agreement and the Merger; and

•  approved the execution, delivery and performance of the Merger Agreement by and on behalf of Bankrate and the consummation of the transactions contemplated thereby, including the Offer and the Merger.

Accordingly, Bankrate’s board of directors unanimously recommends that you accept our Offer and tender your Bankrate shares pursuant to our Offer and, if required, vote your Bankrate shares in favor of the approval of the Merger and the Merger Agreement in accordance with applicable Florida law.

The factors considered by Bankrate’s board of directors in making the determinations and the recommendation described above are described in Bankrate’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which will be filed with the SEC and is being mailed to the shareholders of Bankrate together with this Offer to Purchase.

What are your plans if you successfully complete your Offer but do not acquire all of the outstanding Bankrate shares in your Offer?

If we accept Bankrate shares for payment pursuant to our Offer and certain limited conditions are satisfied, as soon as practicable following such acceptance, we intend to merge with and into Bankrate so that Bankrate will become a wholly-owned subsidiary of Parent. As a result of that Merger, all of the outstanding Bankrate shares that are not tendered in our Offer, other than Bankrate shares identified as rollover shares pursuant to the terms of the Support Agreements, Bankrate shares that are owned by Parent, Bankrate or us (or any wholly-owned subsidiary of Parent, Bankrate or us) and any Bankrate shares that are owned by any shareholder of Bankrate who is entitled to and properly exercises appraisal rights under Florida law in respect

4

of their Bankrate shares, will be cancelled and converted into the right to receive $28.50 per share in cash, without interest and less any applicable withholding taxes.

Our obligation to merge with Bankrate following the acceptance of Bankrate shares for payment pursuant to our Offer is conditioned on (a) the approval and adoption, if required, of the Merger Agreement by the requisite vote of Bankrate’s shareholders, (b) Purchaser having purchased Bankrate shares in the Offer, and (c) no court or governmental body having enacted, issued or entered any restraining order, preliminary or permanent injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits consummation of the Merger. If we accept Bankrate shares for payment pursuant to our Offer, we will hold a sufficient number of Bankrate shares (when added to the number of Bankrate shares held by persons subject to the Support Agreements) to ensure any requisite adoption of the Merger Agreement by Bankrate shareholders under Florida law to complete the Merger. In addition, if we own at least 80% of the outstanding Bankrate shares, including as a result of exercising the Top-Up Option (as defined and described below), which under the terms and conditions of the Merger Agreement we may be required to do as described below, we will not be required to obtain shareholder approval to complete the Merger.

What is the Top-Up Option and when could it be exercised?

Bankrate has granted Purchaser the option (the “Top-Up Option”) to purchase, at a price per share equal to the Offer Price payable in our Offer, a number of newly issued Bankrate shares equal to the number of Bankrate shares that, when added to the number of Bankrate shares owned by Parent and Purchaser, and any wholly-owned subsidiary of Parent or Purchaser, immediately prior to the time of exercise of the Top-Up Option, constitutes 80% plus 1 share of the total Bankrate shares that would be outstanding on a fully diluted basis immediately after the issuance of Bankrate shares pursuant to the Top-Up Option. The purchase price per share for any Bankrate shares purchased by Purchaser under the Top-Up Option would be equal to the price paid per share in the Offer. The purchase price may be paid by means of a promissory note, which we expect would be cancelled in connection with the Merger. The Top-Up Option will be exercised by Purchaser or Parent immediately after acceptance for payment by Purchaser of Bankrate shares pursuant to the Offer, if following such time of acceptance, Parent or Purchaser do not own at least 80% of the outstanding Bankrate shares. The Top-Up Option is subject to the absence of legal impediments to the exercise of the Top-Up Option, the sufficiency of authorized but unissued Bankrate shares, and Purchaser having accepted for payment and paid for all Bankrate shares tendered into the Offer and not validly withdrawn. The Top-Up Option is intended to expedite the timing of the completion of the Merger by permitting Purchaser to effect a “short-form” merger pursuant to applicable Florida law without a vote of Bankrate’s shareholders at a time when the approval of the Merger at a meeting of Bankrate’s shareholders would be assured in any case because of Purchaser’s control of a majority of the Bankrate shares following completion of the Offer.

If you successfully complete your Offer, what will happen to Bankrate’s board of directors?

If we accept Bankrate shares for payment pursuant to our Offer, under the Merger Agreement we will become entitled to designate at least a majority of the members of Bankrate’s board of directors. In such case Bankrate has agreed to cause Parent’s designees to be elected or appointed to Bankrate’s board of directors in such number as is proportionate to the aggregate share ownership of Parent, Purchaser and shareholders subject to the Support Agreements and has agreed to use its reasonable best efforts to cause such appointments to occur on the same day as our acceptance of Bankrate shares for payment pursuant to our Offer. After the election or appointment of the directors designated by Parent to Bankrate’s board of directors and prior to the completion of the Merger, under the terms of the Merger Agreement, the approval of a majority of the individuals who were disinterested directors of Bankrate immediately prior to such designations by Parent who remain on Bankrate’s board of directors after such designations by Parent will be required in order to (i) amend or terminate the Merger Agreement, (ii) extend the time for performance of, or waive, any of the obligations or other acts of Parent or Purchaser under the Merger Agreement, (iii) waive any of Bankrate’s rights under the Merger Agreement, or (iv) take any other action adversely affecting the rights of shareholders of Bankrate (other than Parent or Purchaser) to receive the Offer Price (except as permitted by the terms of this Merger

5

Agreement) payable in our Offer. See Section I. 12 (The Merger Agreement) of this Offer to Purchase for more information.

If I decide not to tender my Bankrate shares in your Offer, how will the completion of the Merger affect my Bankrate shares?

If we accept Bankrate shares for payment pursuant to our Offer, but you do not tender your Bankrate shares in our Offer, and the Merger takes place, your Bankrate shares will be cancelled and converted into the right to receive the same amount of cash that you would have received had you tendered your Bankrate shares in our Offer, without interest and less any applicable withholding taxes.

If we accept Bankrate shares for payment pursuant to our Offer, then until such time thereafter as we complete the Merger, the number of shareholders of Bankrate and the number of Bankrate shares that remain in the hands of the public may be so small that there may no longer be an active public trading market (or, possibly, any public trading market) for such Bankrate shares. Also, Bankrate shares may no longer be eligible to be traded on The Nasdaq Stock Market or any other securities exchange, and Bankrate may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. See Section II. 8 (Possible Effects of the Offer on the Market for the Bankrate Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations) and Section I. 12 (The Merger Agreement) of this Offer to Purchase for more information.

Are appraisal rights available in either your Offer or the Merger?

Appraisal rights are not available in connection with our Offer. If you choose not to tender your Bankrate shares in our Offer, however, and we accept Bankrate shares for payment pursuant to our Offer, appraisal rights will be available to you in connection with the Merger. If you choose to exercise your appraisal rights in connection with the Merger, and you comply with the applicable requirements of Florida law, you will be entitled to receive the fair value of your shares, pursuant to Sections 607.1301-607.1333 of the FBCA. This value may be more or less than the $28.50 per share that we are offering to pay you for your Bankrate shares in our Offer or that you would otherwise receive in the Merger. See Section I. 8 (Purposes, Reasons and Plans for Bankrate after the Merger), Section I. 12 (The Merger Agreement) and Section I. 13 (Appraisal Rights) of this Offer to Purchase for more information.

What are the United States federal income tax consequences of having my Bankrate shares accepted for payment in your Offer or receiving cash in the Merger?

In general, if you are a United States holder (as defined in Section II. 5 (Material United States Federal Income Tax Consequences of the Offer and the Merger)), your exchange of Bankrate shares for cash pursuant to the Offer or pursuant to the Merger will be a taxable transaction for United States federal income tax purposes. You should consult your tax advisor about the tax consequences to you of exchanging your Bankrate shares pursuant to the Offer or pursuant to the Merger in light of your particular circumstances, including the consequences under applicable United States federal estate, gift and other non-income tax laws, and under any applicable state, local or foreign income or other tax laws. See Section II. 5 (Material United States Federal Income Tax Consequences of the Offer and the Merger) of this Offer to Purchase for more information.

What is the market value of my Bankrate shares?

On July 21, 2009, the last trading day before Parent and Bankrate announced that they had entered into the Merger Agreement, the closing price of Bankrate shares reported on The Nasdaq Global Select Market was $24.62 per share; therefore, the Offer Price of $28.50 per share represents a premium of 15.76% over the closing price of Bankrate shares on the trading day prior to the announcement of the Merger Agreement. On July 27, 2009, the last trading day prior to the printing of this Offer to Purchase, the last sale price of Bankrate shares reported on The Nasdaq Global Select Market was $28.69 per share. We advise you to obtain a recent quotation for Bankrate shares when deciding whether to tender your Bankrate shares in our Offer. See

6

Section II. 6 (Price Range of Bankrate Shares; Dividends on Bankrate Shares) of this Offer to Purchase for more information.

Whom can I contact if I have questions about your Offer?

You should contact Innisfree M&A Incorporated, the information agent for our Offer (the “Information Agent”) at the address and telephone numbers listed below if you have any questions about our Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders May Call Toll-Free: (888) 750-5834

Banks and Brokers May Call Collect: (212) 750-5833

7

INTRODUCTION

Purchaser hereby offers to purchase all of the outstanding Bankrate shares at the Offer Price upon the terms and subject to the conditions set forth in this Offer.

Tendering Bankrate shareholders whose Bankrate shares are registered in their own names and who tender their Bankrate shares directly to the Depositary for the Offer, will not be obligated to pay brokerage fees or commissions in connection with the Offer or, except as set forth in Instruction 6 to the Letter of Transmittal for the Offer, transfer taxes on the sale of the Bankrate shares in the Offer. A shareholder of Bankrate who holds Bankrate shares through a broker, dealer, bank, trust company or other nominee should consult with such institution to determine whether it will charge any service fees for tendering such shareholder’s Bankrate shares to Purchaser in the Offer.

Purchaser will pay all fees and expenses of the Depositary and the Information Agent, incurred in connection with the Offer. See Section II. 15 (Fees and Expenses) of this Offer to Purchase for more information.

The Offer is being made pursuant to the Merger Agreement, pursuant to which, following the purchase by Purchaser of Bankrate shares in the Offer and the satisfaction or waiver of certain conditions, the Merger will occur with Bankrate surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the Merger, each outstanding Bankrate share, other than Bankrate shares that are identified as rollover shares pursuant to the terms of the Support Agreements, Bankrate shares owned by Parent, Purchaser, Bankrate or any wholly-owned subsidiary of Bankrate, or by any shareholder of Bankrate who is entitled to and properly exercises appraisal rights under Florida law, will be converted into the right to receive the Offer Price, without interest thereon. See Section I. 12 (The Merger Agreement) of this Offer to Purchase for more information.

The Bankrate board of directors has unanimously: (1) determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, are fair and advisable to and in the best interests of Bankrate and Bankrate’s shareholders; (2) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in all respects; (3) subject to the terms and conditions of the Merger Agreement, recommended that Bankrate’s shareholders accept the Offer, tender their Bankrate shares to Purchaser pursuant to the Offer and, if required, approve and adopt the Merger and the Merger Agreement; and (4) approved the execution, delivery and performance of the Merger Agreement by and on behalf of Bankrate and the consummation of the transactions contemplated thereby, including the Offer and the Merger. Accordingly, Bankrate’s board of directors unanimously recommends that the shareholders of Bankrate accept the Offer and tender their Bankrate shares to Purchaser in the Offer and, if required, vote to approve the Merger and the Merger Agreement.

The factors considered by Bankrate’s board of directors in making the determinations and the recommendation described above and other matters relied upon by Bankrate’s board of directors, including the written opinions of its financial advisors as to the fairness, each as of July 22, 2009, from a financial point of view, of the Offer Price to holders of Bankrate shares, are described in Bankrate’s Schedule 14D-9, which will be filed with the SEC and is being mailed to the shareholders of Bankrate together with this Offer to Purchase. Shareholders of Bankrate are urged to, and should, carefully read Bankrate’s Schedule 14D-9.

The Offer is conditioned upon, among other things, the Minimum Condition. The Minimum Condition may be waived by Purchaser, at its sole option, (i) if the number of Bankrate shares validly tendered and not withdrawn shall be at least equal to the difference between (x) a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the FBCA, less (y) the number of Bankrate shares subject to Support Agreements or (ii) with the prior written consent of Bankrate. The Offer is also subject to other conditions described in Section II. 12 (Conditions to the Offer) of this Offer to Purchase.

8

Completion of the Merger is also subject to the satisfaction of certain conditions, including (i) the purchase of Bankrate shares by Purchaser in the Offer and (ii) the approval and adoption of the Merger Agreement, if required, by the requisite vote of the shareholders of Bankrate. If Purchaser accepts Bankrate shares for payment pursuant to the Offer, Purchaser will have sufficient voting power alone or with the irrevocable proxies granted to it under the Support Agreement to adopt the Merger Agreement without the vote in favor of the adoption of the Merger Agreement by any other holder of Bankrate shares. In addition, if Purchaser, Parent and any subsidiary of Parent collectively own 80% or more of the outstanding Bankrate shares, including as a result of exercising the Top-Up Option, which under the terms and conditions of the Merger Agreement we may be required to do as described below, under applicable law, Purchaser and Parent will be able to complete the Merger without a vote on the adoption of the Merger Agreement by the holders of Bankrate shares. In such event, under the terms of the Merger Agreement, Parent, Purchaser and Bankrate have agreed to take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of shareholders of Bankrate. See Section I. 12 (The Merger Agreement) of this Offer to Purchase for more information. In addition, certain Bankrate directors and members of Bankrate’s management have entered into Support Agreements pursuant to which each such person has agreed to vote for approval of the Merger Agreement. See Section I. 2 (The Support Agreements) for more information.

Bankrate has informed Purchaser that, as of July 27, 2009, there were 19,148,003 Bankrate shares issued and outstanding (including the restricted shares). Based upon the foregoing, the Minimum Condition will be satisfied if 9,574,002 Bankrate shares are validly tendered and not withdrawn prior to the Expiration Date of the Offer. The directors and executives who have entered into Support Agreements currently hold 24% of Bankrate’s outstanding common stock (including the restricted shares), or 28% assuming such executives exercise all of their “in the money” options to acquire shares of Bankrate common stock.

See Section II. 5 (Material United States Federal Income Tax Consequences of the Offer and the Merger) of this Offer to Purchase for a summary of the material United States federal income tax consequences of the exchange of Bankrate shares for cash in the Offer or pursuant to the Merger.

If, between the date of the Merger Agreement and the effective time of the Merger, any change in the outstanding Bankrate shares, or securities convertible or exchangeable into or exercisable for Bankrate shares, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of Bankrate shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Offer Price shall be equitably adjusted to reflect such change.

This Offer to Purchase and the Letter of Transmittal for the Offer contain important information about the Offer and should be read carefully and in their entirety before any decision is made with respect to the Offer.

I. SPECIAL FACTORS

1.   Background of the Offer

The Bankrate board of directors has periodically met with senior management of Bankrate to discuss and review potential strategic directions for Bankrate in light of Bankrate’s financial performance, developments in the industry and the competitive landscape and markets in which it operates. These meetings have also addressed, from time to time, hypothetical acquisitions or business combinations involving various other parties.

Beginning in June 2007, in response to inbound inquiries, Bankrate, with the help of financial and legal advisors, conducted a thorough review of strategic alternatives for Bankrate. Over the next several months, Bankrate and its advisors attempted to gauge whether there was any third party interest in a possible strategic transaction involving Bankrate from either strategic parties or financial sponsors. Although several confidentiality agreements were entered into and various meetings took place, no transaction resulted from this process and eventually Bankrate suspended the process to focus on executing on its strategic plan. No strategic party expressed an interest in pursuing a transaction.

9

In mid-2008, again in response to inbound inquiries, the Bankrate board of directors re-initiated its review of strategic alternatives, reengaging in discussions with potential acquirers. The Bankrate board of directors also re-engaged with Allen & Company LLC (“Allen”) which had assisted Bankrate in 2007. Several private equity firms, including Apax, expressed interest in working with Bankrate, and engaged in meetings and discussions with Bankrate’s management and advisors. Bankrate’s focus was on those parties with serious interest and the ability to deliver the greatest value to Bankrate shareholders. During this time, management began a dialogue with Apax, discussing potential partnerships between the Apax VII Funds and Bankrate regarding potential acquisitions, as well as the possibility of the Apax VII Funds purchasing Bankrate. Management also engaged in similar discussions with another financial sponsor, but the other party did not ultimately present a proposal to Bankrate. In late September 2008, representatives of Apax met with management at Bankrate’s headquarters and members of Bankrate’s management also visited Apax’s offices in London to provide an overview of the business. Discussions ceased after these meetings, largely due to the instability and volatility in the financial markets at that time.

The Bankrate board of directors continued to discuss over the ensuing months issues related to the strategic position of Bankrate and the current market environment, developments among financial institutions and how they impacted Bankrate, as well as the ability of Bankrate to continually grow and compete effectively in a challenging business environment, including discussions regarding Bankrate’s access to capital and ability to acquire desirable assets to enhance shareholder value. During this period, Bankrate’s management met informally with various potential acquirors from time to time, including Apax, to discuss the strategic outlook of Bankrate.

At an April 29, 2009 meeting of the Bankrate board of directors, senior management and the Bankrate board of directors again reviewed the strategic position of Bankrate. Management informed the Bankrate board of directors that in its judgment, Bankrate was at a critical juncture and that in order to compete effectively in the marketplace and maintain its market position, Bankrate needed to acquire strategic assets over the coming months and years and, given Bankrate’s size, its access to capital was limited. Further, given the general scale and expected valuations of likely available acquisition candidates, undertaking an acquisition using Bankrate’s stock as consideration would likely result in significant dilution to Bankrate’s shareholders. Management and the Bankrate board of directors concluded that in light of such constraints, it was advisable to again consider the level of interest in Bankrate among possible strategic partners. Following this meeting and after considering the history of engagement and interest levels of the various parties with whom Bankrate discussed a potential transaction dating back to the 2007 process, Bankrate renewed discussions with Apax and another financial sponsor that had contacted Bankrate (“Party A”) as the parties most likely to be seriously interested in and prepared to complete a transaction expeditiously.

In early June 2009, management held sessions with both Apax and Party A that included detailed discussions regarding Bankrate, including operational and financial information and projections, operating environment and industry conditions. On June 5, 2009, Bankrate and Apax entered into a confidentiality agreement. Bankrate’s management and advisors began collecting documents for the creation of a data room for due diligence purposes, and Apax began engaging in due diligence activities. On June 16, 2009, the Bankrate board of directors received a non-binding proposal from Apax to acquire all of Bankrate’s outstanding shares for $30.00 per share in cash, all of which would be funded with cash available to the Apax VII Funds without need for third party debt financing. Apax indicated that it would be prepared to proceed on the basis of an approximately four-week due diligence period and that it would require that Bankrate agree to deal with Apax exclusively as a condition to commencing due diligence and the negotiation of definitive documents.

The Bankrate board of directors met telephonically on June 17, 2009, and received an update from Allen regarding the negotiations with Apax, as well as Party A. During this time, management and the Bankrate board of directors discussed Bankrate’s financial performance for its second quarter and the outlook for the remainder of 2009, including the likelihood that its results for the second quarter of 2009 would be substantially below analyst consensus estimates and the possible reaction of Bankrate’s stock price to the announcement of those results.

10

Over the next few days, representatives of Bankrate discussed with Allen whether it might be possible to obtain a higher offer than $30.00 per share from Apax. Based on those discussions, Allen engaged in several discussions with Apax about the possibility of a higher price, discussing an indicative price of $33.00 per share. After several discussions, Apax informed Allen that in order for Apax to even consider such a significant increase in price, Apax would need to change the proposed transaction structure to a more traditional leveraged buyout transaction using significant debt financing. Based on discussions among representatives of Bankrate and Allen regarding Apax’s reaction, the status of the leveraged loan markets and market experience with leveraged buyout transactions involving third party debt financing, it was determined that introducing leverage into the potential transaction would create a high and undesirable level of uncertainty as the cost of possibly obtaining a higher price. Bankrate representatives and Allen continued to engage with Apax regarding price, due diligence and other aspects of the potential transaction. Allen also engaged in several discussions with Party A, which did not make an offer and indicated that it would not be able to make an offer to acquire Bankrate at a price level that would be competitive with that of Apax’s proposal.

After continued discussions, on June 23, 2009, Apax verbally increased its offer to acquire all of Bankrate’s outstanding shares for $30.50 per share which would be fully funded with cash available to the Apax VII Funds with no requirement for third party debt financing. At this time, the Bankrate board of directors contacted representatives from the law firm of Wachtell, Lipton, Rosen & Katz, (“Wachtell Lipton”) to advise Wachtell Lipton of the potential transaction with Apax. As noted, it had become clear to Bankrate during the time period negotiations with Apax and Party A had taken place that Bankrate’s results for the second quarter would be substantially below Wall Street research analyst expectations. It had also become clear that Bankrate’s outlook for the remainder of 2009 was highly uncertain. Bankrate and its advisors thus believed that it was very important to be able to enter into a definitive agreement promptly. Based on Apax’s willingness to offer a price of $30.50 per share and its commitment to work towards finishing its diligence and entering into definitive agreements by July 20th, prior to the time Bankrate expected to release its financial results for the second quarter of 2009, and further considering the fact that the Bankrate board of directors and its advisors believed that it was unlikely any other party, either financial or strategic, could reasonably be expected to complete due diligence and enter into definitive agreements within a similar timeframe, Bankrate agreed, subject to approval by the Bankrate board of directors, to allow Apax to proceed with due diligence and to have a period of exclusive negotiations until July 20, 2009. Arrangements were discussed to facilitate continuing due diligence and access to management for such diligence discussions between the parties.

At a special meeting of the Bankrate board of directors held on June 30, 2009, the Bankrate board of directors reviewed Apax’s proposal to acquire Bankrate for $30.50 per share in cash. Allen discussed its analysis of the potential transaction, and the Bankrate board of directors reviewed with management and Bankrate’s financial and legal advisors various aspects of the potential transaction. Wachtell Lipton discussed with the Bankrate board of directors the directors’ legal duties and responsibilities, and other related matters. Apax had communicated to Bankrate that it would likely request that certain significant officer and director shareholders in Bankrate retain an equity stake in the post-acquisition company. In view of the possibility that this could be considered a possible interest in a potential transaction that would differ from the interests of shareholders generally, the Bankrate board of directors determined that, if Bankrate were to proceed with the transaction, it, and any treatment of director-shareholders that was different than the treatment of shareholders generally in a transaction, should be separately approved by the disinterested members of the Bankrate board of directors (the “Disinterested Directors”), which directors should have access to separate financial advice in order to support their separate consideration of the transaction. The Bankrate board of directors determined that continuing discussions with Apax would be in the best interests of Bankrate and its shareholders, and authorized Allen and Wachtell Lipton to continue discussions and negotiations with Apax concerning the transaction. The Bankrate board of directors also authorized Bankrate to enter into the exclusivity agreement with Apax with regard to exclusive negotiations until July 20, 2009, and such agreement was executed the same day.

During the end of June and the first two weeks of July, Apax, with the assistance of its counsel, Kirkland & Ellis LLP, continued with its diligence efforts, and began discussions with management regarding the terms on which the substantial shareholders on the Bankrate board of directors would purchase an equity

11

interest in the post-acquisition company as well as incentive compensation and employment arrangements with respect to members of management. During the second week of July, Wachtell Lipton and Kirkland & Ellis LLP commenced discussion of a draft Merger Agreement. During that time and over the following week, the parties negotiated the terms of the Merger Agreement and related documentation and Apax and certain members of Bankrate’s management and the Bankrate board of directors further discussed with Apax the terms of the shareholder investments and management employment arrangements. In the course of negotiating the Merger Agreement, Bankrate and its advisors identified several concerns with the terms of the Merger Agreement proposed by Apax. These issues included the fact that Apax desired the right of Parent to terminate the transaction for any reason in return for paying a fee that was well below the aggregate merger consideration, the fact that the newly formed entities party to the Merger Agreement did not have any significant assets with which they could satisfy a judgment if there were a breach of the Merger Agreement and that Apax proposed to cap the buyer’s damages for breach of the contract to a level well below the aggregate merger consideration, and the fact that Apax proposed that Bankrate would not have the right to ask a court to require the buyer to specifically perform Parent’s and Purchaser’s obligations under the Merger Agreement, among other issues. During this time, the parties continued to engage actively in due diligence and to discuss various business operation issues. On July 17, 2009, the Disinterested Directors retained Needham & Company, LLC (“Needham”) to advise them in connection with their separate consideration, and possible approval, of the Merger and related matters.

By July 20, 2009, the drafts of the definitive transaction documents reflected a proposal from Apax along the following lines: an offer price of $30.50 per share in cash; the ability for Purchaser to acquire enough shares directly from Bankrate to complete a short-form merger to acquire all remaining outstanding shares in accordance with the FBCA in the event that the Minimum Condition was met, and the requirement that Purchaser do so in the event the number of shares validly tendered and not withdrawn plus the number of shares subject to the Support Agreements represented at least 70% of outstanding shares; an obligation on the part of Parent and Purchaser to commence the Offer within 10 business days of the Merger Agreement; a commitment letter from the Apax VII Funds to Parent and a limited guarantee (the “Limited Guarantee”) from Parent, but not the Apax VII Funds, to provide sufficient funds to pay for all obligations of Parent and Purchaser under the Merger Agreement which would be subject to maximum aggregate liability for the Apax VII Funds of $150.0 million; and the ability for Parent to terminate the Merger Agreement at any time on payment of a termination fee of $100.0 million.

Late in the afternoon of July 20, 2009, representatives of Apax contacted Mr. Evans to inform him that Apax’s investment committee was unprepared to proceed at the previously agreed $30.50 per share price and that Apax was revising its proposal to $28.50 per share. Apax stated that the reduction was due to, among other things, the declining outlook for Bankrate’s business and financial results through the end of 2009 and the expectation that Bankrate’s cash balances at the closing of a transaction would be less than Apax had originally estimated. That evening, the Bankrate board of directors convened its previously scheduled special meeting to discuss the revised proposal. In consultation with Allen and Wachtell Lipton, the Bankrate board of directors considered the course of dealings with Apax and various options available to Bankrate, including, among other things, terminating discussions with Apax, approaching other prospective buyers, both strategic and financial, or re-engaging with parties with whom Bankrate had discussions in the past, and responding to Apax with an improved price or other terms, and discussed the best course for maximizing shareholder value under the circumstances. The Bankrate board of directors also discussed the market and competitive environment, including among other things recent and projected future financial results, the timing of Bankrate’s upcoming announcement of second quarter results, the likely market reaction to that announcement, the likely impact on Bankrate’s stock price and the likely duration of that effect given market conditions, and Bankrate’s ability to pursue its plan and make strategic acquisitions as an independent company, especially if Bankrate’s stock price were to decline following the announcement of weak second quarter results. Management expressed concern about the ability to forecast the timing of an economic recovery and the return of a more normal credit environment, and that a lengthy recovery period would substantially impair Bankrate’s ability to pursue strategic options in the near- to mid-term, with a possible long-term impact on Bankrate’s competitive standing.

12

Following extensive discussion, the Bankrate board of directors determined that given that the likelihood of Apax raising its offer price was low, Bankrate would be willing to proceed with a transaction at Apax’s offer of $28.50 per share, but only on the condition that Apax amend various aspects of the draft definitive documentation that Bankrate believed created undesirable uncertainty that the transaction, once announced, would actually be completed and that Bankrate would have satisfactory recourse against Parent in the event of a dispute regarding completion of the transaction.

Late that evening, Apax substantively accepted Bankrate’s proposal to significantly adjust the terms of the definitive documents, and Wachtell Lipton and Kirkland & Ellis LLP prepared definitive documents reflecting the agreement. The final terms included, among other things: an offer price of $28.50 per share in cash; an obligation of Parent or Purchaser to exercise the Top-Up Option upon completion of the Offer and elimination of the 70% tender requirement; an obligation of Purchaser to commence the Offer on an accelerated timeframe, and no later than July 28, 2009; the explicit right of Bankrate to seek specific performance of Parent and Purchaser’s obligations under the Merger Agreement, including the obligation to complete the Offer and the Merger; recourse to Parent, in the event of a breach, equal to the full acquisition price of $570.8 million, with the loss to Bankrate shareholders expressly included in measuring the damages in the event of breach; ability to cause the Apax VII Funds to provide to Parent up to the full acquisition price of $570.8 million; and increasing the fee required for Parent to terminate the Merger Agreement to the full acquisition price of $570.8 million. The following day, Mr. Morse requested that, in addition to these terms, Apax increase its offer to $29.50 per share. A representative of Apax responded that Apax could not offer more than $28.50 per share. During the period that Wachtell Lipton and Kirkland & Ellis LLP were revising the transaction documents, Apax and management, with their respective counsel, had several additional discussions regarding certain details of the terms of the purchase of an equity interest in the post-acquisition company (such as the amount each executive was committing to invest, as reflected in the Support Agreements), as well as certain terms of the incentive compensation and employment arrangements (such as certain base pay increases to become effective in October 1, 2009).

On the morning of July 22, 2009, the Bankrate board of directors met to consider the proposed Apax transaction. Also in attendance were representatives of Wachtell Lipton, Allen, Needham and Mr. Edward DiMaria, Bankrate’s Chief Financial Officer. Messrs Morse and Evans reviewed with the Bankrate board of directors recent events related to Apax and the proposed transaction. They reported that Apax, pointing to various trends in Bankrate’s business and the operating environment, had not been willing to increase its offer beyond the $28.50 per share. Messrs. Morse and Evans also discussed with the Bankrate board of directors their views on the status and competitive position of Bankrate, and each advised the Bankrate board of directors that he supported the proposed transaction. A detailed discussion of the proposed transaction ensued. The discussion included background on Bankrate, its operating environment and its financial performance; trends in the use of Bankrate’s website and the products and services being offered by Bankrate’s banking, insurance and other financial partners; the recent disruption in financial markets and the economic recession and the impact this was having on Bankrate; the need to imminently announce second quarter results and those results relative to market expectations, the likely impact on Bankrate’s stock price trading range upon announcement of such a significant “miss” and the prospects of that range recovering over time; Bankrate’s prospects for the remainder of the fiscal year and beyond; and the issues with pursuing strategic acquisitions necessary to grow Bankrate’s business given the amount of cash available to Bankrate, the likelihood of being able to raise significantly more capital and the likely terms of such capital and the ability to use Bankrate’s stock as acquisition currency, particularly at the trading levels that could be obtained after announcement of second quarter results.

Allen reviewed its financial analysis regarding the proposed transaction and rendered to the Bankrate board of directors its oral opinion (subsequently confirmed in writing and incorporated by reference hereto) to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions set forth therein, the price of $28.50 per share in cash to be received by Bankrate’s shareholders, other than shareholders subject to Support Agreements, is fair, from a financial point of view, to Bankrate’s shareholders. Representatives of Wachtell Lipton reviewed in detail the terms of the proposed transaction with the Bankrate board of directors, including the terms on which certain members of the Bankrate board of directors would

13

invest in the equity of the post-acquisition company as required by Apax and the incentive compensation and employment terms envisioned by Apax for key members of management, and discussed the legal duties and standards applicable to the decisions and actions being considered by the Bankrate board of directors.

The Bankrate board of directors’ meeting then adjourned to permit a separate meeting of only the three members of the Bankrate board of directors not entering into Support Agreements (the Disinterested Directors). Needham reviewed with the Disinterested Directors its financial analysis regarding the proposed transactions and rendered its oral opinion (subsequently confirmed in writing and incorporated by reference hereto) to the effect that, as of such date and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in the opinion, the $28.50 per share in cash to be received by the holders of shares (other than shareholders subject to Support Agreements) is fair, from a financial point of view, to such holders. After discussion regarding the terms of the transaction and the proposed arrangements between Parent, on the one hand, and certain members of Bankrate’s management and Messrs. Morse and O’Block, on the other hand, the Disinterested Directors unanimously assented to and voted in favor of the approval the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and approve the arrangements whereby these individuals would invest in the equity of the post-acquisition company and the proposed employment arrangements with senior management.

The full Bankrate board of directors then reconvened and the Disinterested Directors reported on their separate meeting and their conclusions. After additional discussion, the members of the Bankrate board of directors unanimously resolved to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger.

Following the Bankrate board of directors meeting, the parties and their respective counsel finalized, and the parties executed, the definitive transaction documents. Bankrate and Apax then issued a joint press release announcing the transaction.

2.   The Support Agreements

The following summary of certain provisions of the Support Agreements is qualified in its entirety by reference to the Support Agreements themselves, which are incorporated herein by reference and copies of which have been filed with the SEC as exhibits to the Tender Offer Statement on Schedule TO (the “Schedule TO”). Shareholders and other interested parties should read the Support Agreements in their entirety for a more complete description of the provisions summarized below.

Prior to the execution of, but in connection with, the Merger Agreement and the transactions contemplated thereby, Messrs. Morse (including with respect to Mr. Morse only, Mr. Morse’s wife and various remainder and annuity trusts for the benefit of Mr. Morse or various family members), O’Block, Evans, DiMaria, Hoogterp, Horowitz, Ricciardelli, Ross and Zanca (each a “Support Executive” and collectively, the “Support Executives”) each entered into a Support Agreement.

The Support Agreements provide that each of the Support Executives will not, directly or indirectly, tender his respective Bankrate shares (including the restricted shares) and Bankrate shares subject to options beneficially owned, held or controlled by such Support Executive (“Support Executive Securities”) into the Offer, or enter into any agreement, transaction or arrangement that results in his respective Support Executive Securities being tendered into the Offer. Each of the Support Executives also authorized Bankrate or its counsel to notify Bankrate’s transfer agent that there is a stop transfer order with respect to each of their respective Support Executive Securities. Each of the Support Executives additionally agreed not to cash-out any of his respective options or restricted Bankrate shares other than in accordance with the terms and conditions of definitive documents relating to the treatment of his Support Executive Securities, consistent with indicative terms agreed to in the relevant Support Agreement. The Support Agreements also prohibit the Support Executives, solely in their capacity as shareholders, from soliciting alternative transactions or entering into discussions concerning, or providing confidential information in connection with, any alternative transaction.

Pursuant to the Support Agreements, each of the Support Executives agreed, among other things, (A) from and after July 22, 2009 until the earlier of (x) the time at which Purchaser accepts for payment Bankrate

14

shares pursuant to the Offer (the “Acceptance Time”) and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, to vote or deliver a written consent, and (B) from and after the Acceptance Time until the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, appoints Parent proxy and attorney-in-fact to vote, all Support Executive Securities that he beneficially owns or controls, without regard to any change in the recommendation of Bankrate’s board of directors, (1) for approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (2) against any alternative proposal to the Merger Agreement, without regard to the terms of such alternative proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement, (3) against any other action, agreement or transaction, that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or the Support Agreements or the performance of his obligations under the Support Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Bankrate or its subsidiaries (other than the transactions at hand); (ii) a sale, lease or transfer of a material amount of assets of Bankrate or any of its subsidiaries or a reorganization, recapitalization or liquidation of Bankrate or any of its subsidiaries; (iii) an election of new members to the board of directors of Bankrate, other than nominees to the board of directors of Bankrate who are serving as directors of Bankrate on the date of the Support Agreements or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of Bankrate or any amendment or other change to Bankrate’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in Bankrate’s corporate structure or business, except if approved in writing by Parent, (4) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Bankrate contained in the Merger Agreement, or of the Support Executive contained in the Support Agreement, and (5) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

During the term of each Support Agreement, except as otherwise provided therein, the Support Executives agreed not to, directly or indirectly:

•  sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or similar disposition of (by merger, by testamentary disposition, by operation of law or otherwise), any Support Executive Securities, except in connection with cashless exercises or similar transactions (including, in respect of tax withholding) pursuant to the exercise of options to acquire Bankrate shares or settlement of other awards or obligations outstanding;

•  grant any proxy, power-of-attorney or other authorization or consent with respect to any of his Support Executive Securities;

•  deposit any of his Support Executive Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Support Executive Securities; or

•  take any other action that would in any way restrict, limit or interfere with the performance of his obligations under the Support Agreements or the transactions contemplated thereby.

The Support Executives shall, upon request of Purchaser or Parent, execute and deliver any additional documents and take such further actions as may reasonably be deemed by Purchaser or Parent to be necessary or desirable to carry out the provisions of the Support Agreements.

The Support Agreements, and all rights and obligations of Purchaser, Parent and the Support Executives will terminate upon the earlier to occur of (A) the closing of the Merger, which shall be no later than the

15

second business day after the satisfaction or waiver of the covenants and agreements contained in Article VI of the Merger Agreement and (B) the date of termination of the Merger Agreement in accordance with its terms.

In addition, each of the Support Executives committed to invest an agreed amount in the same securities of Parent (or an affiliate of Parent), and in the same proportions of such securities, as the Apax VII Funds at the effective time of the Merger, in accordance with terms and conditions described in the Support Agreements. See Section I. 9 (Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger) for more information regarding the commitments of the Support Executives to invest in Parent (including the restricted shares).

As of the date of this Offer to Purchase and based on information provided by the shareholders subject to the Support Agreements, the Bankrate shares owned by the shareholders subject to the Support Agreements represent approximately 24% of Bankrate’s outstanding common shares, or 28% assuming the exercise by the Support Executives of all of their “in the money” options to acquire Bankrate shares.

3.   Position of Bankrate Regarding the Fairness of the Offer and the Merger

The full text of the recommendations, and reasons supporting them, of the Bankrate board of directors, and the full text of the written opinion of Allen, which describes the assumptions made and qualifications and limitations on the review undertaken, are included in Bankrate’s Schedule 14D-9 which is being mailed to Bankrate shareholders together with this Offer to Purchase. Holders of Bankrate shares are urged to read the Schedule 14D-9, including the full text of the written opinion of Allen, carefully and in its entirety.

The Bankrate board of directors has unanimously: (1) determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair and advisable to and in the best interests of Bankrate and Bankrate’s shareholders; (2) approved the Merger Agreement and the transactions contemplated thereby including the Offer and the Merger, in all respects; (3) subject to the terms and conditions of the Merger Agreement, recommended that Bankrate’s shareholders accept the Offer, tender their Bankrate shares to Purchaser pursuant to the Offer and, if required, approve and adopt the Merger and the Merger Agreement; and (4) approved the execution, delivery and performance of the Merger Agreement by and on behalf of Bankrate and the consummation of the transactions contemplated thereby, including the Offer and the Merger. Accordingly, Bankrate’s board of directors unanimously recommends that the shareholders of Bankrate accept the Offer and tender their Bankrate shares to Purchaser in the Offer and, if required, vote to approve the Merger and the Merger Agreement.

4.   Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger

The Disinterested Directors of the Bankrate board of directors that are not subject to Support Agreements separately received an opinion of Needham & Company. The full text of the written opinion of Needham, which describes the assumptions made and qualifications and limitations on the review undertaken, are included in Bankrate’s Schedule 14D-9 which is being mailed to Bankrate shareholders together with this Offer to Purchase. Holders of Bankrate shares are urged to read the Schedule 14D-9, including the full text of the written opinion of Needham, carefully and in its entirety. These Disinterested Directors of the Bankrate board of directors have unanimously assented to and voted in favor of the Bankrate board of directors’ approval of the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby.

5.   Purposes and Reasons of Parent, Purchaser and the Apax VII Funds

As described above, the Offer and the Merger constitute a “going-private” transaction, and any exercise by Purchaser of the Top-Up Option may be considered a step in a “going-private” transaction. If the Merger is completed, Bankrate will become a subsidiary of Parent. For Parent and Purchaser, the purpose of the Offer and the Merger is to effectuate the transactions contemplated by the Merger Agreement. For the Apax VII Funds, the purpose of the Offer and the Merger is to benefit from any future earnings and growth of Bankrate after the Merger.

16

The Apax VII Funds believe that Bankrate will benefit from operating as a privately held entity. As a privately held entity, Bankrate will have the flexibility to focus on continuing improvements to its business, including pursuing strategic transactions and acquisitions, without the constraints and distractions caused by the public equity market’s valuation of Bankrate and the focus on the quarter-to-quarter performance often emphasized by the public markets. Management will benefit from eliminating certain duties required in managing a publicly traded company, enabling them to devote more of their time and energy to core business operations. As a private company, Bankrate will also have the ability to build capital, organically grow and make acquisitions through access to the private financial markets. Moreover, the Apax VII Funds believe that Bankrate’s future business prospects can be improved through their active participation in the strategic direction and operations of Bankrate. Although the Apax VII Funds believe that there will be significant opportunities associated with their investment in Bankrate, they realize that there are also substantial risks (including the risks and uncertainties relating to Bankrate’s prospects).

The purpose of any exercise by Purchaser of the Top-Up Option following completion of the Offer would be to acquire an additional number of Bankrate shares sufficient to permit Purchaser to effect a short-form merger in accordance with the Florida law and to thereby acquire the remaining outstanding ownership interests in Bankrate without requiring a vote of the shareholders of Bankrate.

6.   Position of Parent, Purchaser and the Apax VII Funds as to Fairness

Under a potential interpretation of the rules governing “going-private” transactions, Parent, Purchaser and the Apax VII Funds may be required to express their beliefs as to the fairness of the Offer and the Merger to Bankrate’s unaffiliated shareholders. Parent, Purchaser and the Apax VII Funds are making the statements included in this section solely for the purposes of complying with the requirements, to the extent so required, of Rule 13e-3 and related rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The views of Parent, Purchaser and the Apax VII Funds should not be construed as a recommendation to any shareholder regarding whether to tender their Bankrate shares into the Offer or to how that shareholder should vote on the approval of the Merger and the Merger Agreement if a vote of Bankrate’s shareholders is held.

Parent, Purchaser and the Apax VII Funds attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the shareholders of Bankrate and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such shareholders.

None of Parent, Purchaser or the Apax VII Funds believes that it has or had any fiduciary duty to Bankrate or its shareholders, including with respect to the Offer and the Merger and their terms. None of Parent, Purchaser or the Apax VII Funds participated in the deliberation process of Bankrate’s board of directors and none of them participated in the conclusions of Bankrate’s board of directors that the Offer and the Merger were fair to Bankrate’s shareholders, nor did they undertake any independent evaluation of the fairness of the Offer or the Merger or engage a financial advisor for these purposes. None of Parent, Purchaser or the Apax VII Funds received advice from Bankrate’s legal or financial advisor as to the substantive and procedural fairness of the proposed Offer or the proposed Merger. However, Parent, Purchaser and the Apax VII Funds believe that the Offer and the Merger are substantively and procedurally fair to the unaffiliated shareholders based upon the following factors:

•  the factors considered by, and the findings of, Bankrate’s board of directors with respect to the substantive fairness of the Offer and the Merger to Bankrate’s shareholders, as described in the Schedule 14D-9 under “Item 4. The Solicitation or Recommendation — Reasons for the Recommendation”, and the discussion set forth in Schedule 14D-9 under “Item 5. Persons/Assets Retained, Employed, Compensated or Used — Opinion of Allen & Company, LLC” and “ — Opinion of Needham & Company, LLC”, which sections are incorporated herein by reference and the presentation materials filed as exhibits to the Schedule 14D-9 filed by Bankrate with the SEC in connection with the Offer, which findings and related analyses, as set forth in this Offer to Purchase, Parent, Purchaser and the Apax VII Funds adopt;

•  the factors considered by, and the findings of, Bankrate’s board of directors with respect to the procedural fairness of the Offer and the Merger to such unaffiliated shareholders as set forth in this

17

Offer to Purchase, as described in the Schedule 14D-9 under “Item 4. The Solicitation or Recommendation — Background of the Transaction — Reasons for the Recommendation”, which sections are incorporated herein by reference and which findings and related analyses, as set forth in the Schedule 14D-9, Parent, Purchaser and the Apax VII Funds adopt;

•  the fact that (i) Bankrate’s board of directors received an opinion from their financial advisor, Allen, and (ii) the disinterested members of Bankrate’s board of directors received an opinion from their financial advisor Needham & Company, that, based upon and subject to the assumptions, qualifications and limitations set forth in their respective written opinions described, as of July 22, 2009, the consideration of $28.50 per share, payable net in cash to the holders of Bankrate shares pursuant to the Offer and the Merger, was fair from a financial point of view to such holders (other than holders of Bankrate shares subject to Support Agreements), as described in the respective written opinions of Allen and Needham & Company (see “Item 5. Persons/Assets Retained, Employed, Compensated or Used — Opinion of Allen & Company, LLC” and “ — Opinion of Needham & Company, LLC” in the Schedule 14D-9);

•  the fact that Parent, Purchaser and the Apax VII Funds did not participate in or have any influence on the deliberative process of, or the conclusions reached by, Bankrate’s board of directors or the negotiating positions of Bankrate’s board of directors; and

•  the Offer and the Merger will provide consideration to Bankrate’s shareholders (other than those who have entered into Support Agreements) entirely in cash, which provides certainty of value.

Parent, Purchaser and the Apax VII Funds noted that Bankrate’s board of directors did not consider the net book value or liquidation value of Bankrate or any firm offers made for Bankrate during the last two years, for the reasons described in the Schedule 14D-9 under “Item 4. The Solicitation or Recommendation — Reason for the Recommendation”, and, accordingly, Parent, Purchaser and the Apax VII Funds did not consider these factors.

In addition, under a potential interpretation of the applicability of Rule 13e-3 under the Exchange Act, exercises by certain Support Executives of their existing options to purchase Bankrate shares, any exercise by Parent or Purchaser of the Top-Up Option and any open market purchases effected by Parent or Purchaser following completion of the Offer could be deemed to be steps in a “going-private” transaction.

If such exercises by certain Support Executives of their existing options to purchase Bankrate shares, any such exercise by Parent or Purchaser of the Top-Up Option and any such open market purchases effected by Parent or Purchaser following completion of the Offer were deemed to be steps in a “going-private” transaction, Parent, Purchaser and the Apax VII Funds believe that these exercises and purchases would be substantively and procedurally fair to Bankrate’s unaffiliated shareholders based upon the factors described in Sections I. 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) and I. 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) because the purpose of the Top-Up Option is to deliver such Bankrate shareholders the Offer Price more quickly than would be possible if a vote of Bankrate shareholders were required, and is only exercisable in a situation where Parent and Purchaser would already have sufficient voting power to approve the Merger at any meeting of Bankrate shareholders without the approval of any other shareholder of Bankrate.

The foregoing discussion of the information and factors considered and given weight by Parent, Purchaser and the Apax VII Funds in connection with the fairness of the Offer and the Merger and, if applicable, any exercise by certain Support Executives of their options to purchase Bankrate shares, any exercise by Parent or Purchaser of the Top-Up Option contemplated by the Merger Agreement and any open market purchases effected by Parent or Purchaser following completion of the Offer, is not intended to be exhaustive but is believed to include all material factors considered by Parent, Purchaser and the Apax VII Funds. Parent, Purchaser and the Apax VII Funds did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of these transactions. Parent, Purchaser and the Apax VII Funds believe that these factors provide a reasonable basis for their position that these transactions are fair to Bankrate’s unaffiliated shareholders.

18

7.   Certain Effects of the Offer and the Merger

The purchase of Bankrate shares pursuant to the Offer will reduce the number of Bankrate shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Bankrate shares held by the public.

The Bankrate shares are currently registered under the Exchange Act. Such registration may be terminated upon the application of Bankrate to the SEC if the Bankrate shares are not listed on a national securities exchange and there are fewer than 300 record holders of the Bankrate shares. Parent and Purchaser do not currently intend to take any action to terminate the registration of Bankrate’s shares under the Exchange Act prior to the Merger but such registration will be terminated following completion of the Merger and may be terminated after the Expiration Date of the Offer but before the completion of the Merger. The termination of registration of the Bankrate shares under the Exchange Act would substantially reduce the information required to be furnished by Bankrate to holders of Bankrate shares and to the SEC and would make certain provisions of the Exchange Act, such as the reporting requirements of Section 13 of the Exchange Act, the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement to furnish a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) of the Exchange Act, and the requirements of Rule 13e-3 under the Exchange Act with respect to “going-private” transactions, no longer applicable to Bankrate. In addition, “affiliates” of Bankrate and persons holding “restricted securities” of Bankrate may be deprived of the ability to dispose of such securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). If registration of the Bankrate shares under the Exchange Act were terminated, the Bankrate shares would no longer be “margin securities” or be eligible for listing on The Nasdaq Stock Market.

After completion of the Offer, Bankrate expects to be eligible to elect “controlled company” status pursuant to NASDAQ Rule 5615(c), which means that Bankrate would be exempt from the requirement that Bankrate’s board of directors be composed of a majority of “independent directors” and the related rules covering the independence of directors with respect to determining compensation for Bankrate’s executive officers and nomination of directors for election to Bankrate’s board of directors. The controlled company exemption does not modify the independence requirements for Bankrate’s audit committee. We expect Bankrate to elect “controlled company” status following completion of the Offer. In addition, the listing of Bankrate’s common stock on The Nasdaq Stock Market will be terminated upon completion of the Merger. Parent and Purchaser do not currently intend to take any action to terminate the listing of Bankrate’s common stock on The Nasdaq Stock Market prior to completion of the Merger, but The Nasdaq Stock Market could take action to terminate the listing of Bankrate’s common stock if Bankrate ceases to satisfy applicable listing requirements.

At the effective time of the Merger, unless otherwise agreed between a holder and Purchaser and Parent pursuant to the terms of the Support Agreements or as provided below, for each share of Bankrate’s shares issued and outstanding immediately prior to the effective time of the Merger not tendered into the Offer (other than shares owned by Parent, Purchaser, Bankrate or any direct or indirect wholly-owned subsidiary of Parent, Purchaser or Bankrate, or by any shareholder of Bankrate who is entitled to and properly exercises appraisal rights under Florida law or any shares subject to Support Agreements) will be converted into the right to receive $28.50 in cash, without interest and less any applicable withholding taxes. Except as otherwise agreed by Parent and Purchaser and a holder of options to acquire Bankrate’s shares or of unvested restricted shares pursuant to the terms of the Support Agreements, or as otherwise provided in the Merger Agreement, to the extent applicable, outstanding options and unvested restricted shares will be treated as follows:

Treatment of Options and Restricted Shares

Each outstanding option to acquire Bankrate shares, whether or not then exercisable, that is outstanding immediately prior to the Acceptance Time, other than options held by persons who entered into Support Agreements (whose options shall be treated in the manner described in Section I. 9 (Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger)) will be converted into the right to receive,

19

payable by the surviving corporation or Parent, as applicable, as soon as reasonably practicable after the Acceptance Time (and in any event, within 10 business days), a payment in cash equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the exercise price per share subject to such option, multiplied by (ii) the number of Bankrate shares for which such option has not previously been exercised, provided that if the exercise price per share of any such option to purchase Bankrate shares is equal to or greater than the Offer Price, such option will be cancelled without any cash payment. At the Acceptance Time, each outstanding share of restricted stock (other than Bankrate shares subject to Support Agreements) will vest in full and, subject to the ultimate vesting of such restricted stock, its holder will have the right to tender (or to direct Bankrate to tender on his or her behalf) such restricted stock (net of shares withheld to satisfy employment and income tax obligations) into the Offer. To the extent any restricted stock is not so tendered, upon the effective time of the Merger, it shall be converted into the right to receive the Offer Price unless otherwise agreed between Parent and the persons who entered into a Support Agreement.

Immediately following the effective time of the Merger, the entire equity in the surviving corporation will be held by Parent and Parent will be beneficially owned, by the Apax VII Funds and by the Support Executives, as described below under Section I. 9 (Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger). Immediately following completion of the Merger, the Apax VII Funds and the Support Executives will be the sole beneficiaries of Bankrate’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting the surviving corporation following the Merger. Similarly, the Apax VII Funds and the Support Executives will also bear the risks of ongoing operations, including the risks of any decrease in Bankrate’s value after the Merger.

8.   Purposes, Reasons and Plans for Bankrate after the Merger

Parent and Purchaser expect that, upon consummation of the Merger (with the exception of the transactions contemplated in connection with the Merger as described in this Offer to Purchase), the operations of Bankrate will be conducted substantially as they currently are being conducted. Parent and Purchaser do not have any current intentions, plans or proposals to cause Purchaser to engage in any of the following, other than in connection with Bankrate’s current strategic planning:

•  an extraordinary corporate transaction following consummation of the Offer and the Merger involving Bankrate’s corporate structure, business or management, such as a merger, reorganization or liquidation,

•  the relocation of any material operations or sale or transfer of a material amount of assets, or

•  any other material changes in Bankrate’s business.

Nevertheless, following consummation of the Offer and the Merger, Parent and the management and/or the board of directors of the surviving corporation may initiate a review of the surviving corporation and its assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what changes, if any, would be desirable following the Offer and the Merger to enhance the business and operations of the surviving corporation and may cause the surviving corporation to engage in the types of transactions set forth above if the management and/or board of directors of the surviving corporation decides that such transactions are in the best interest of the surviving corporation upon such review. Parent, Purchaser, the Apax VII Funds and the surviving corporation expressly reserve the right to make any changes they deem appropriate in light of such evaluation and review or in light of future developments.

Purchaser reserves the right to purchase, following the consummation or termination of the Offer, additional Bankrate shares in the open market, in privately negotiated transactions, in another tender offer or exchange offer or otherwise. In addition, in the event that the Merger is not consummated for any reason, Purchaser will evaluate its other alternatives. Such alternatives could include proposing a merger on terms other than those described above, purchasing or selling additional Bankrate shares in the open market, in privately negotiated transactions, in another tender offer or exchange offer or otherwise, or taking no further action to acquire additional Bankrate shares. Any additional purchases of Bankrate shares could be at a price greater or less than the price to be paid for Bankrate shares in the Offer and could be for cash or other consideration. Alternatively, Purchaser or any of its affiliates may sell or otherwise dispose of any or all

20

Bankrate shares acquired in the Offer or otherwise. Each such transaction may be effected on terms and at prices then determined by Purchaser or the applicable affiliate, which may vary from the terms and price in the Offer.

9.   Interests of Bankrate’s Directors and Executive Officers in the Offer and the Merger

In considering the recommendation of Bankrate’s board of directors to tender Bankrate shares in the Offer, shareholders should be aware that Bankrate’s executive officers and directors have agreements or arrangements that may provide them with interests that may differ from, or be in addition to, those of shareholders generally. Bankrate’s board of directors was aware of these agreements and arrangements during its deliberations of the merits of the Merger Agreement and in determining to make the recommendation set forth in the Schedule 14D-9.

Director and Officer Indemnification and Insurance

All present rights of directors and officers of Bankrate to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the effective time of the Merger in connection with such person serving as a director or officer, whether asserted or claimed at or after the effective time of the Merger will continue after the Merger. Parent and the surviving corporation will maintain all exculpation, indemnification and advancement of expenses provisions of Bankrate that exist immediately prior to the effective time of the Merger, and will not for a period of six years after the Merger amend, repeal, or modify these provisions in any manner that would adversely affect the rights of any individuals who were current or former directors, officers or employees of Bankrate at the effective time of the Merger.

From and after the date on which Purchaser designates that certain number of directors to the Bankrate board of directors pursuant to the terms of the Merger Agreement (such date, the “Board Appointment Date”), Parent and the surviving corporation will, to the fullest extent permitted under law, indemnify and advance funds to each current and former director or officer of Bankrate for any action arising out of, relating to or in connection with any act or omission occurring or alleged to have occurred before or after the Board Appointment Date in connection with such person serving as a director or officer.

For six years following the Board Appointment Date, Parent will maintain or substitute directors’ and officers’ liability insurance on terms no less favorable than those under Bankrate’s current policy, subject to a maximum limit on annual premiums equal to 250% of the last annual premium paid by Bankrate prior to the date of the Merger Agreement with respect to matters arising on or before the Board Appointment Date. In lieu of the foregoing, Bankrate may purchase a six-year prepaid “tail policy” prior to the Board Appointment Date providing benefits substantially equivalent to those provided under Bankrate’s current policy with respect to matters arising on or before the Board Appointment Date.

Effect of the Offer and the Merger Agreement on Stock Options and Restricted Shares Granted under Bankrate’s Stock Incentive Plans and Stock held by Directors and Executive Officers

As set forth below, executive officers and non-employee directors who are party to a Support Agreement have committed to invest certain amounts into Parent. It is expected that these investments will be satisfied either (1) with amounts that would otherwise be payable with respect to their Bankrate equity holdings described below or (2) by the surrender of certain of their Bankrate equity holdings for Parent securities before the effective time of the Merger.

Options

The Merger Agreement provides that, except as may otherwise be agreed between Parent and an individual option holder who is party to a Support Agreement, each outstanding option to acquire Bankrate’s shares granted under Bankrate’s equity compensation plans, including those held by Bankrate’s executive officers and non-employee directors, that is outstanding immediately prior to the Acceptance Time will automatically fully vest (if not already vested) and will, with respect to the Support Executives, each of which has entered into a Support Agreement, upon the completion of the Merger, and with respect to Bankrate’s

21

other executive officers and directors, upon the Acceptance Time, convert into the right to receive an amount in cash, without interest, equal to (i) $28.50 less the exercise price of the applicable option, multiplied by (ii) the aggregate number of Bankrate shares into which the applicable option was exercisable immediately prior to the completion of the Merger or the Acceptance Time, as applicable. Bankrate or the surviving corporation will pay the holders of Bankrate options the cash payments (less required withholding taxes) in respect of their options within ten business days following the Acceptance Time. If the exercise price of any option is equal to or greater than $28.50, it will be cancelled without any cash payment being made to the holder of such option. As of the date hereof, Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Ricciardelli, Zanca and DeFranco and the five Bankrate non-employee directors (as a group, which includes Messrs. Morse and O’Block) hold 880,000, 130,000, 25,000, 45,000, 150,000, 40,000, 107,500, 24,250 and 347,500 options to purchase Bankrate shares, respectively. Based on their Bankrate options held as of the date hereof, and assuming the Offer was completed on August 26, 2009, upon completion of the Offer the number of unvested options to purchase Bankrate shares held by each of Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Ricciardelli, Zanca and DeFranco and the five Bankrate non-employee directors (as a group, which includes Messrs. Morse and O’Block) that would vest upon completion of the Offer are 0, 25,000, 0, 1,563, 48,751, 13,542, 1,563, 1,563, and 50,000, respectively. These unvested options each have an exercise price greater than $28.50 and would be cancelled without any cash payment upon completion of the Offer. Based on their Bankrate options held as of the date hereof, upon completion of the Offer and completion of the Merger, Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Ricciardelli, Zanca and DeFranco and the five Bankrate non-employee directors (as a group, which includes Messrs. Morse and O’Block), would receive a cash payment in an amount equal to $17,201,200, $0, $256,000, $591,500, $0, $0, $1,937,050, $324,888 and $3,444,125 with respect to all of their Bankrate options, less any applicable withholding taxes.

Restricted Shares

The Merger Agreement also provides that, except as may otherwise be agreed between Parent and an individual holder of restricted shares that is party to a Support Agreement, all Bankrate restricted shares outstanding immediately prior to the Acceptance Time will vest in full and, subject to the ultimate vesting of the restricted shares, the holder of the Bankrate shares (other than holders subject to the Support Agreements) will have the right to tender (or direct Bankrate to tender) his or her restricted shares into the Offer (net of any Bankrate shares withheld to satisfy employment and income tax obligations). To the extent that any restricted shares that vest upon completion of the Offer are not tendered, they will be converted into the right to receive an amount in cash, without interest, equal to $28.50 per share upon the effective time of the Merger, except as otherwise agreed between Parent and an individual holder of restricted shares that is a party to a Support Agreement. Each of the Support Executives have agreed not to tender any of their Bankrate shares into the Offer, which with respect to the executive officers includes any Bankrate restricted shares. Based on their Bankrate restricted shares held as of the date hereof and assuming the Offer was completed on August 26, 2009, upon completion of the Offer, the number of Bankrate restricted shares held by each of Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Ricciardelli, Zanca and DeFranco that would vest immediately prior to completion of the Offer are 34,166, 82,500, 17,000, 47,500, 47,500, 16,833, 17,000 and 0, respectively, and Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Ricciardelli, Zanca and DeFranco would receive a cash payment, as of completion of the Offer or the Merger, as applicable, in an amount equal to $973,731, $2,351,250, $484,500, $1,353,750, $1,353,750, $479,740.50, $484,500 and $0, respectively, with respect to their restricted shares, less any applicable withholding taxes. Bankrate’s non-employee directors do not hold any Bankrate restricted shares.

Shares

Bankrate’s directors and executive officers also beneficially own Bankrate shares. With the exception of the Support Executives (who have separately agreed not to tender their Bankrate shares), these individuals may tender their Bankrate shares for acceptance in the Offer. Any Bankrate shares not tendered in the Offer would be exchanged for cash upon the closing of the Merger. Based on their Bankrate shares held as of the date hereof and assuming the Offer was completed on August 26, 2009, and assuming that, solely for purposes of this calculation, the executive officers and directors who are not Support Executives do not tender any of their

22

Bankrate shares into the Offer, upon completion of the Offer, the number of Bankrate shares beneficially owned by each of Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Ricciardelli, Zanca and DeFranco and the five Bankrate non-employee directors (as a group, which includes Messrs. Morse and O’Block) (which, in all cases, does not include any restricted shares that will vest immediately prior to completion of the Offer) are 0, 11,210, 7,332, 6,258, 8,857, 7,135, 8,226, 0, and 4,575,255, respectively and the cash payment each such officer or group would receive upon the Merger in exchange for such Bankrate shares is $0, $319,485, $208,962, $178,353, $252,425, $203,348, $234,441, $0 and $130,394,768, respectively.

Support Executives’ Investment in Parent

Each of Messrs. Morse, O’Block, Evans, DiMaria, Hoogterp, Horowitz, Ricciardelli, Ross and Zanca has entered into a Support Agreement with Parent and Purchaser pursuant to which they have each agreed (i) not to tender any of their Bankrate shares into the Offer, (ii) to support the Merger and the other transactions contemplated by the Merger Agreement and (iii) to make certain investments in Parent (or an affiliate of Parent) prior to the effective time of the Merger. The investment of each of those individuals will be invested in the same Parent securities, and in the same relative proportions between such securities, as will be held by the Apax VII Funds and their affiliates. To the extent that the Apax VII Funds and their affiliates determine that it is reasonably feasible, and after taking into account the previous sentence, the Apax VII Funds and Parent will cooperate with these shareholders to achieve a tax-free rollover of their committed equity investment. Mr. Evans has committed to invest $4,500,000, the other executive officers who have entered into a Support Agreement have committed to invest an aggregate of $635,000 and each of Messrs. Morse and O’Block has committed to invest between 30% and 50% of the after-tax value of his equity holdings in Bankrate.

Management Arrangements with Parent

Parent has agreed on certain elements of the compensation arrangements that will be provided by Parent and the surviving corporation following the completion of the Merger to certain executive officers.

Standard Terms of Employment

Parent has agreed that the existing employment agreements of Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross and Zanca, including their severance rights, commitments and restrictive covenants thereunder, which are described in “Existing Employment Agreements with Bankrate” below, will remain in place following completion of the Offer, provided that, to the extent applicable, each executive will execute an amendment to their employment agreement providing that the Merger will not give them “good reason” to terminate (if applicable), nor itself constitute a breach of their employment agreement. Parent has also committed to increase effective October 1, 2009 (i) the annual base salaries for Messrs. DiMaria, Hoogterp, Horowitz, Ricciardelli, Ross and Zanca collectively by $210,000 in the aggregate (with individual increases ranging from $10,000 to $50,000) and (ii) the target bonuses for these same executives collectively by $185,000 in the aggregate (with individual increases ranging from $0 to $50,000).

23

Parent Equity Plan

Parent has committed to adopt an equity compensation plan (the “Parent Equity Plan”) that will provide an incentive pool to management (the “Management Pool”), the amount of which is set forth below:

	Amount of
Return on Total Investment	Management Pool
1.0X	$  0
1.5X	$ 20 million
2.0X	$ 40 million
2.5X	$ 60 million
3.0X	$ 80 million
3.5X	$100 million
4.0X	$120 million

In the event the return on total investment is between two of the figures above or is in excess of 4.0X, the amount of the Management Pool will be proportionately adjusted. It is anticipated that the awards made to eligible participants under the Parent Equity Plan will be in the form of options to acquire Parent common stock, but Parent will consider the feasibility of creating an incentive plan structure that will provide the same economic rights to management and is eligible for capital gains tax treatment.

Parent has committed to grant awards representing approximately 80% of the Management Pool at or about completion of the Merger, and will grant awards representing approximately 20% of the Management Pool thereafter. The number of options to be granted to the executives and other employees will be determined by Mr. Evans and Parent’s board of directors. Under the Parent Equity Plan, prior to an exit event, Parent will allocate incentive awards having a value equal to the remaining unallocated value of the Management Pool, if any. The chief executive officer of the surviving corporation will recommend the allocation of awards for approval by Parent’s board of directors.

Awards granted pursuant to the Parent Equity Plan will generally vest to the extent agreed-upon investors in Parent achieve an 8% internal rate of return on their investment as of an exit event. If this return threshold is not satisfied on the exit event, the awards will be forfeited upon the exit event. Upon a grantee’s termination of employment before an exit event, outstanding awards that are not “contingently vested” will be forfeited. Up to 75% of a grantee’s awards will “contingently vest” if certain agreed upon annual earnings before interest, taxes, depreciation and amortization targets are achieved while the grantee is employed. These contingently vested awards will be forfeited if the grantee’s employment is terminated for cause, if the grantee terminates his or her employment without good reason or if the agreed-upon investors in Parent do not achieve the 8% internal rate of return on their investment described above. Contingently vested awards that are not forfeited upon a termination of employment may be repurchased with an interest bearing note that will be payable only if the return threshold is satisfied.

Each current executive officer who is granted awards under the new Parent Equity Plan will be subject to certain restrictive covenants, including non-competition, non-solicitation and non-interference covenants that will apply during employment and for the twelve months thereafter (and for a period to be determined in the case of Mr. Ricciardelli).

Shareholders Agreement

Each of the Support Executives has agreed to enter into a shareholders agreement with Parent which will govern the parties’ rights and obligations with respect to capital stock of Parent following completion of the Merger. Among other rights and obligations, the shareholders agreement will provide the executives with rights, under certain circumstances, to participate in sales, purchases and registrations of Parent shares and will provide Parent with the right to require the executive to participate in certain sales and to repurchase the executive’s options (or Parent shares acquired upon exercise of a previously vested option) upon termination of the executive’s employment.

24

Positions with Surviving Corporation

It is anticipated that the current management of Bankrate will hold substantially similar positions with the surviving corporation and its subsidiaries after completion of the Merger.

Existing Employment Agreements with Bankrate

Each of Bankrate’s executive officers, other than Mr. Ricciardelli, is party to an employment agreement with Bankrate. Under the terms of the employment agreements, the executive officers are entitled to certain severance payments in the event they incur a termination of employment by Bankrate without “cause” or, in the case of Mr. Evans if he resigns for “good reason” and, in the case of Mr. Ross if he resigns as a result of Bankrate’s breach of certain provisions of his employment agreement (each, a “Qualifying Termination”). Severance payments are subject to the executive officer’s execution and non-revocation of a release of claims against Bankrate. In the event of a Qualifying Termination, each executive officer is entitled to receive (1) within fifteen days of his date of termination, a lump sum cash amount equal to the sum of his unpaid base salary through the date of termination and any accrued bonus through the date of termination and (2) a separation payment equal to one year’s base salary at the then-current rate, payable in three equal installments as follows: (x) one-third is payable on the later of (i) fifteen days following the date of termination and (ii) the date after the executive officer’s right to revoke his release expires, (y) one-third is payable on the six-month anniversary of the date of termination and (z) one-third is payable on the one-year anniversary of the date of termination. Assuming that the Offer is completed on August 26, 2009 and the executive officer experiences a Qualifying Termination immediately thereafter, the amount of cash severance that will be payable to each of Messrs. Evans, DiMaria, Hoogterp, Horowitz, Ross, Zanca and DeFranco, respectively, is approximately $450,000, $350,000, $250,000, $300,000, $300,000, $240,000 and $210,000.

Each executive is subject to an ongoing confidentiality obligation, and non-competition and non-recruit covenants, while employed by Bankrate and for one year thereafter (six months for Mr. Hoogterp).

Bankrate’s Unwritten Severance Policy

Mr. Ricciardelli is eligible for severance under Bankrate’s standard, unwritten severance policy. Pursuant to this severance policy, employees whose employment is terminated as a result of a position elimination or a termination of employment by Bankrate without “cause” are, subject to their entry into a severance agreement and general release, eligible for severance in an amount of two weeks of pay, plus one week of pay (rounded up for partial years) for each year of service with Bankrate. Assuming that the Offer is completed on August 26, 2009 and Mr. Ricciardelli’s employment is terminated in a manner entitling him to severance under Bankrate’s severance policy, based on his years of service with Bankrate as of the date of termination, Mr. Ricciardelli would be eligible for cash severance payments of approximately $24,038.

10.   Certain Relationships Between Parent or Purchaser and Bankrate

There are no relationships between Parent and Purchaser or any of their respective affiliates, on the one hand, and Bankrate or any of its affiliates, on the other hand, that would require disclosure under the rules and regulations of the SEC applicable to this Offer to Purchase other than in respect of the Merger Agreement and those arrangements described in Sections I. 1 (Background of the Offer), Section I. 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) and Section I. 12 (The Merger Agreement).

11.   Security Ownership of Certain Beneficial Owners and Management

The information contained in Annex A to the Schedule 14D-9 under the heading “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

25

12.   The Merger Agreement

The following summary of certain provisions of the Merger Agreement is qualified by reference to the Merger Agreement itself, which is attached hereto as Annex A and incorporated herein by reference. Shareholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below.

The Offer

The Merger Agreement provides that Purchaser will commence the Offer by 5:30 p.m. eastern daylight savings time on July 28, 2009, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section II. 12 (Conditions to the Offer), Parent will cause Purchaser to accept for payment, and Purchaser will accept for payment, all Bankrate shares validly tendered and not withdrawn promptly following the Expiration Date. The initial expiration date of the Offer will be the 20th business day after the start of the Offer.

Purchaser has reserved the right to increase the amount of consideration payable in the Offer and to waive any condition of the Offer, except the Minimum Condition. However, Purchaser may waive the Minimum Condition, at the sole option of Purchaser, if the sum of the number of Bankrate shares validly tendered and not withdrawn plus the number of Bankrate shares subject to the Support Agreements is at least equal to the minimum number of Bankrate shares required to approve the Merger.

Purchaser has also agreed that, without the prior written consent of Bankrate, it will not:

•  decrease the amount of consideration payable in the Offer;

•  change the form of consideration payable in the Offer;

•  decrease the number of Bankrate shares sought to be purchased in the Offer;

•  impose additional conditions to the Offer; or

•  reduce the time period during which the Offer shall remain open.

Extensions of the Offer

Purchaser has agreed that it will extend the Offer (A) for one or more periods of up to 20 business days each, if at the scheduled Expiration Date of the Offer any of the conditions of the Offer has not been satisfied or waived, and (B) for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer. Purchaser, however, has no obligation to extend the Offer beyond April 22, 2010.

Purchaser may extend the Offer (but not beyond April 22, 2010) for a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date of the Offer less than 80% of the number of Bankrate shares then outstanding have been validly tendered and not withdrawn (including for purposes of determining the 80% threshold the Bankrate shares held by persons subject to Support Agreements).

The Merger Agreement obligates Purchaser, subject to applicable securities laws and the satisfaction of the conditions of the Offer, to accept for payment and pay for all Bankrate shares validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of such Bankrate shares for payment.

Recommendation

Bankrate has represented in the Merger Agreement that the Bankrate board of directors has at a meeting duly called and held unanimously (i) determined it is fair and advisable for Parent to acquire Bankrate on the terms and subject to the conditions in the Merger Agreement, (ii) approved the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, in all respects, and (iii) resolved to recommend that the Bankrate shareholders accept the Offer, tender their Bankrate shares into the Offer and to the extent required, recommend that Bankrate’s shareholders approve and adopt the Merger Agreement and the Merger. Additionally, Bankrate’s board of directors unanimously

26

adopted a resolution rendering the limitations on business combinations contained in the FBCA inapplicable to the Offer, the Merger Agreement and the other transactions contemplated by the Merger Agreement and electing that the Offer and the Merger not be subject to any “fair price,” “moratorium” or takeover laws that may purport to be applicable to the Merger Agreement or any of the transactions contemplated by the Merger Agreement.

Bankrate’s Board of Directors

On the Board Appointment Date, Purchaser is entitled to designate a number of directors, rounded up to the next whole number constituting at least a majority of the directors, to the board of directors of Bankrate that is equal to the total number of directors on Bankrate’s board of directors (giving effect to the increase described in this sentence) multiplied by the percentage that the Bankrate shares so purchased plus the number of shares subject to the Support Agreements bears to the total number of Bankrate shares then outstanding. After Purchaser accepts for payment any Bankrate shares validly tendered in the Offer, Bankrate has also agreed to cause Purchaser’s designees to constitute a majority of each committee of the Bankrate board of directors.

Bankrate will use reasonable efforts to ensure that the Bankrate board of directors will have at least three of its members as of July 22, 2009 who qualify as independent directors for purposes of the continued listing requirements of The Nasdaq Global Select Market and SEC rules and regulations (the “Continuing Directors”) shall remain members of the board of directors until the effective time of the Merger. If the number of Continuing Directors is reduced below three prior to the effective time of the Merger, the remaining independent incumbent directors will be entitled to designate persons to fill such vacancies.

Following the election or appointment of Purchaser’s designees and prior to the effective time of the Merger, any termination of the Merger Agreement by Bankrate, any extension by Bankrate of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver of any of Bankrate’s rights under the Merger Agreement, any amendment of the Merger Agreement or other action adversely affecting the rights of shareholders of Bankrate (other than Parent or Purchaser) to receive the Offer Price will require the concurrence of a majority of the Continuing Directors that are on the Bankrate board of directors.

Top-Up Option

Pursuant to the Merger Agreement, Bankrate granted to Purchaser an irrevocable Top-Up Option to purchase additional Bankrate shares, at a price per share equal to the Offer Price that, when added to the number of Bankrate shares owned by Parent, Purchaser and any of their wholly-owned subsidiaries immediately prior to the time of such exercise, will constitute at least one share more than 80% of the Bankrate shares then outstanding (after giving effect to the Top-Up Option). The Top-Up Option is intended to expedite the timing of the completion of the Merger by permitting the Merger to occur pursuant to Florida’s short-form merger statute at a time when the approval of the Merger at a meeting of Bankrate’s shareholders would be assured because of Purchaser’s ownership of a majority of the Bankrate shares following completion of the Offer. Purchaser agreed to exercise the Top-Up Option if Purchaser does not own at least 80% of the outstanding Bankrate shares immediately after it accepts for purchase all of the shares validly tendered and not withdrawn.

If, following the Offer, Parent, Purchaser and any other subsidiary of Parent collectively at least own 80% of the outstanding Bankrate shares, Parent, Purchaser and Bankrate shall take all necessary and appropriate action to consummate the Merger as a short-form merger as soon as practicable without a meeting of shareholders of Bankrate in accordance with Section 607-1104 of the FBCA.

27

The Merger

The Merger Agreement provides that, following completion of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the FBCA, at the effective time of the Merger:

•  Purchaser will be merged with and into Bankrate and, as a result of the Merger, the separate corporate existence of Purchaser will cease;

•  Bankrate will be the surviving corporation in the Merger, will cease to be a publicly traded company and will become a wholly-owned subsidiary of Parent; and

•  all of the rights, privileges, powers, franchises, properties and assets of Bankrate and Purchaser will vest in the surviving corporation and continue unaffected by the Merger.

Articles of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation

At the effective time of the Merger, Bankrate’s articles of incorporation will be the articles of incorporation of the surviving corporation. The by-laws of Purchaser will be the by-laws of the surviving corporation. The directors of Purchaser will become the directors of the surviving corporation and the officers of Bankrate will remain the officers of the surviving corporation.

The obligations of Parent and Purchaser, on the one hand, and Bankrate, on the other hand, to complete the Merger are subject to the satisfaction of the following conditions:

•  the Merger Agreement having been approved and adopted, if required, by the requisite vote of the shareholders of Bankrate;

•  the consummation of the Merger will not then be restrained, enjoined or prohibited by any order of any governmental entity which remains in effect that enjoins or otherwise prohibits consummation of the Merger; and

•  Purchaser having purchased Bankrate shares pursuant to the Offer.

Merger Consideration

At the effective time of the Merger, each Bankrate share issued and outstanding immediately prior to the effective time of the Merger, other than Bankrate shares owned by Parent or Purchaser immediately prior to the effective time of the Merger, any dissenting shares or any Bankrate shares identified as rollover shares pursuant to the terms of the Support Agreements, will automatically be converted into the right to receive the Offer Price in cash, without interest and less any applicable withholding taxes. All shares converted in to the right to receive the Offer Price shall be cancelled and cease to exist.

Payment for Bankrate Shares

Before the Merger, Parent will designate a bank or trust company approved in advance by Bankrate to make payment of the merger consideration. Promptly after the effective time of the Merger, Parent shall cause to be deposited, in trust with the paying agent, the funds appropriate to pay the Offer Price to the shareholders.

As soon as reasonably practicable after the effective time of the Merger and in no event later than two business days following the effective time of the Merger, the paying agent will send to each holder of Bankrate shares a Letter of Transmittal and instructions advising the shareholders how to surrender stock certificates in exchange for the Offer Price. The paying agent will pay the Offer Price to the shareholders upon receipt of (1) surrendered certificates representing the Bankrate shares and (2) a signed Letter of Transmittal and any other items specified by the Letter of Transmittal. Interest will not be paid or accrue in respect of the Offer Price. The surviving corporation will reduce the amount of any Offer Price paid to the shareholders by any applicable withholding taxes.

28

If any cash deposited with the paying agent is not claimed within 180 days following the effective time of the Merger, such cash will be returned to the surviving corporation upon demand, subject to any applicable unclaimed property laws. Any unclaimed amounts remaining immediately prior to when such amounts would escheat to or become property of any governmental authority will be returned to the surviving corporation free and clear of any prior claims or interest thereto.

The transmittal instructions will include instructions if the shareholder has lost the Certificate or if it has been stolen or destroyed. The shareholder will have to provide an affidavit to that fact and, if required by the paying agent or surviving corporation, post a bond in an amount that the surviving corporation or the paying agent reasonably directs as indemnity against any claim that may be made against it in respect of the Certificate.

Treatment of Options and Restricted Stock Units

When Purchaser accepts Bankrate shares for payment in the Offer, each option to purchase Bankrate shares outstanding as of such date (other than options held by persons who have entered into Support Agreements and have been agreed by such persons to be treated differently) will vest in full and be converted into the right to receive, payable by the surviving corporation or Bankrate, as applicable, as soon as reasonably practicable after the Acceptance Time (and in any event, within ten business days), a payment in cash equal to the product of (x) the difference, if any, of the Offer Price less the exercise price per Share subject to such option, multiplied by (y) the number of Bankrate shares for which such option has not previously been exercised, provided that if the exercise price per Share of any such option to purchase Bankrate shares is equal to or greater than the Offer Price, such option will be cancelled without any cash payment.

At the Acceptance Time, in accordance with the Merger Agreement, each outstanding, unexercised restricted common stock award (other than Bankrate shares subject to Support Agreements) will vest in full and, subject to the ultimate vesting of such restricted common stock, its holder will have the right to tender (or to direct Bankrate to tender on his or her behalf) such restricted common stock (net of shares withheld to satisfy employment and income tax obligations) into the Offer. To the extent any such restricted stock is not so tendered, upon the effective time of the Merger, they shall be converted into the right to receive the Offer Price.

Representations and Warranties

The Merger Agreement contains representations and warranties made by Bankrate to Parent and Purchaser and representations and warranties made by Parent and Purchaser to Bankrate. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and qualified by information in confidential disclosure schedules provided by Bankrate to Parent in connection with signing the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to shareholders or used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the Merger Agreement as statements of factual information.

In the Merger Agreement, Bankrate has made customary representations and warranties to Parent and Purchaser with respect to, among other things:

•  corporate matters related to Bankrate and its subsidiaries, such as organization, qualification, power and authority;

•  its capitalization;

•  its subsidiaries;

•  required consents and approvals, and no violations of agreements, governance documents or laws;

29

•  public SEC filings, financial statements, internal control and compliance with the Sarbanes-Oxley Act of 2002;

•  the documents relating to the Offer, Schedule 14D-9 and the proxy statement to be filed by Bankrate in connection with the Merger Agreement;

•  the absence of undisclosed liabilities;

•  compliance with laws and permits;

•  employee benefit matters;

•  affiliate transactions;

•  the absence of certain changes or events;

•  absence of litigation;

•  tax matters;

•  labor matters;

•  intellectual property;

•  real and personal property;

•  the vote required for the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement;

•  material contracts;

•  finders’ and brokers’ fees and expenses;

•  opinions of financial advisors with respect to the fairness of the Offer Price; and

•  the inapplicability of state takeover statutes or regulations to the Offer or the Merger.

Some of the representations and warranties in the Merger Agreement made by Bankrate are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, has or is reasonably expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of Bankrate and its subsidiaries taken as a whole or that prevents or materially delays or materially impairs the ability of Bankrate to consummate the Merger. The definition of “Company Material Adverse Effect” excludes facts, circumstances, events, changes, effects or occurrences in or affecting:

•  economic conditions generally or the financial or securities markets in the United States or elsewhere in the world; or

•  the industries in which Bankrate or its subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world; and

•  facts, circumstances, events, changes, effects or occurrences resulting from or arising out of:

•  the announcement or the existence of, or compliance with, or taking any action required or permitted by, this Merger Agreement or the transactions contemplated hereby;

•  any taking of any action at the request of Parent or Purchaser;

•  any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable law relating to this Merger Agreement or the transactions contemplated hereby;

•  any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law of or by any national, regional, state or local governmental entity in the United States or elsewhere in the world;

30

•  any changes in the United States generally accepted accounting principles or accounting standards or interpretations thereof;

•  any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism; or

•  any changes in the share price or trading volume of the shares of Bankrate, in Bankrate’s credit rating or in any analyst’s recommendations with respect to Bankrate, or the failure of Bankrate to meet projections or forecasts (including any analyst’s projections) (but not excluding any underlying causes thereof unless otherwise excluded pursuant to another item on this list).

In the Merger Agreement, Parent and Purchaser have made customary representations and warranties to Bankrate with respect to, among other things:

•  corporate matters, such as organization, qualification, power and authority;

•  required consents and approvals, and no violations of agreements, governance documents or laws;

•  information furnished for the documents relating to the Offer, Schedule 14D-9 and the proxy statement to be filed by Bankrate in connection with the Merger Agreement;

•  sufficiency of funds to complete the Offer and Merger;

•  ownership of Purchaser by Parent;

•  finders’ and brokers’ fees;

•  absence of ownership by Parent or Purchaser of shares of Bankrate;

•  absence of certain arrangements;

•  absence of litigation; and

•  access to information regarding Bankrate.

None of the representations and warranties contained in the Merger Agreement survives the consummation of the Merger

Conduct of Business of Bankrate

From the date of the Merger Agreement and until the Board Appointment Date, Bankrate has agreed that it will, and will cause its subsidiaries to:

•  conduct their operations in all material respects in the ordinary course consistent with past practice; and

•  use commercially reasonable best efforts to maintain and preserve intact their business organizations and relationships and to retain services of key officers and employees, in all material respects.

In addition, during that same period except as expressly permitted by the terms of the Merger Agreement, Bankrate will not, and will not permit its subsidiaries to, take certain actions with respect to the following, subject to specified thresholds and exceptions:

•  changes to the terms of its capital stock;

•  dividends, distributions or redemptions of stock;

•  issuances of additional shares of capital stock, any securities convertible into, or any rights, warrants or options to acquire, any such shares of capital stock;

•  purchase or sale of assets;

•  making capital expenditures;

•  incur indebtedness for borrowed money;

31

•  increases in salaries or bonuses, announce new incentive awards, adopt compensation or benefit plans or accelerate options;

•  compromises, settlements or agreements to settle any pending or threatened suit or claim;

•  changes or waivers of any provision of Bankrate’s articles of incorporation or its by-laws;

•  changes in financial accounting principles;

•  granting any lien on any of its assets;

•  entering into any new line of business;

•  material tax elections changes to annual tax accounting periods changes to tax accounting methods, settlements of, or extensions or waivers of the applicable statute of limitations for any tax claim; or

•  any action intended to result in any of the conditions of the Offer not being satisfied or intended to prevent, delay or impair the ability of Bankrate to consummate the Merger;

No Solicitation

From the date of the Merger Agreement until the Board Appointment Date, Bankrate agreed that it will not and will cause its subsidiaries and their respective officers, directors, employees, agents, advisors, affiliates and other representatives, whom we refer to collectively as “representatives,” not to, directly or indirectly:

•  initiate, solicit, propose, encourage or knowingly facilitate (including by providing information) any inquiries, proposals or offers with respect to an Alternative Proposal (as defined below) or offer that would reasonably be expected to lead to an Alternative Proposal;

•  engage, continue or participate in any negotiations concerning, provide information in connection with, or have any discussions relating to or that is reasonably likely to lead to, an actual or proposed Alternative Proposal;

•  grant any waiver, amendment or release under any standstill or confidentiality agreement or “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation or facilitate any attempt by any person to make an Alternative Proposal; or

•  approve or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal.

Bankrate has agreed to (and to cause its subsidiaries to) immediately cease any solicitations, discussions or negotiations with any person that has made or indicated an intention to make an Alternative Proposal that exists as of July 22, 2009.

Notwithstanding the restrictions described above, at any time before the earlier of the acceptance of Bankrate shares for payment in the Offer or the shareholders’ approval of the Merger, Bankrate may furnish non-public information with respect to Bankrate and its subsidiaries to any third party that has submitted an unsolicited Alternative Proposal, and participate in discussions or negotiations regarding the Alternative Proposal, if:

•  such Alternative Proposal did not arise from any knowing or intentional breach by Bankrate of its obligations under the no solicitation provisions of the Merger Agreement and Bankrate shall have complied with the terms and conditions of the no solicitation covenant;

•  Bankrate’s board of directors determines in good faith, after consultation with Bankrate’s financial advisor and outside legal counsel, that the Alternative Proposal constitutes, or is reasonably expected to lead to, a Superior Proposal (as defined below);

•  after consultation with its outside legal counsel, Bankrate’s board of directors determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to Bankrate’s shareholders under applicable law; and

32

•  any information furnished to the third party making the Alternative Proposal is covered by a confidentiality agreement containing standstill provisions substantively identical to and otherwise no less favorable to Bankrate in the aggregate than the terms of the confidentiality agreement between Apax and Bankrate.

Bankrate is also required to deliver to Parent a copy of any information delivered to the third party if the information has not previously been furnished to Parent.

In addition, Bankrate has agreed that, promptly, and in any event within 48 hours, Bankrate will notify Parent orally and, subsequently, in writing of (i) any Alternative Proposal, (ii) any request for non-public information relating to Bankrate or its subsidiaries, and (iii) any inquiry or request for discussion or negotiation regarding an Alternative Proposal. Such notification will include the identity of the third party making the Alternative Proposal and the material terms and conditions of any such Alternative Proposal or inquiries or requests. Bankrate has agreed to provide Parent with copies of any written requests, proposals, offers or agreements. Bankrate is required to keep Parent informed on a reasonably current basis of the status and items of the Alternative Proposal and status of such discussions and negotiations.

Bankrate’s Board of Directors’ Recommendation

Subject to the provisions described below, Bankrate’s board of directors agreed to recommend that the holders of the Bankrate shares accept the Offer, tender their Bankrate shares to Purchaser in the Offer and, if required, approve and adopt the Merger Agreement and the Merger. This is referred to as the “Recommendation.” Bankrate’s board of directors also agreed to include the Recommendation in the Schedule 14D-9 and to permit Parent to include the Recommendation in this Offer to Purchase and documents related to the Offer. The Merger Agreement provides that Bankrate’s board of directors will not effect an “Adverse Recommendation Change” (as defined below) except as described below.

The board of directors of Bankrate has agreed not to (i) withhold, withdraw, qualify or modify the Recommendation in a manner adverse to Parent or Purchaser, or publicly propose to do so, (ii) adopt, approve or recommend any Alternative Proposal, (iii) subject to the requirements of Rule 14d-9 or Rule 14e-2(a) under the Exchange Act, fail to publicly recommend against any Alternative Proposal or fail to publicly reaffirm the Recommendation, in each case, within two business days after Parent’s request (provided that Parent may not make such a request more than twice), (iv) subject to the requirements of Rule 14d-9 or Rule 14e-2(a) under the Exchange Act, fail to recommend against any Alternative Proposal subject to Regulation 14D under the Exchange Act in a Schedule 14D-9 within ten business days after the commencement of such Alternative Proposal, (iv) fail to include the Recommendation in the documents related to the Offer, (v) enter into any letter of intent, memorandum of understanding or similar document or contract relating to any Alternative Proposal, or (vi) take any other action or make any other public statement that is inconsistent with the Recommendation (any action described in clauses (i) through (vi), an “Adverse Recommendation Change”).

However, subject to the termination provisions of the Merger Agreement, including the payment of, if Parent terminates following an Adverse Recommendation Change by Bankrate’s board of directors, the Termination Fee (as defined below), the Bankrate board of directors may make an Adverse Recommendation Change prior to the earlier of the completion of the Offer or the approval (if any) of the Merger by shareholders of Bankrate, if the Bankrate board of directors determines in good faith after consultation with its outside legal and financial advisors that failure to do so would be inconsistent with the Bankrate board of director’s exercise of their fiduciary duties.

The Merger Agreement does not prohibit Bankrate or its board of directors from (i) taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or making any required disclosure to Bankrate’s shareholders if, in the good faith judgment of the board, after consultation with its outside counsel, it is required to do so under applicable law, provided that, any such disclosure (other than a “stop-look-and-listen communication” or similar communication contemplated by Rule 14d-9(f) under the Exchange Act) will be deemed an Adverse Recommendation Change unless the Bankrate board of directors expressly publicly reaffirms its Recommendation within two business days of such

33

disclosure, or (ii) making any “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

Bankrate has agreed that the Bankrate board of directors’ approval for purposes of causing any takeover statute to be inapplicable to the transactions contemplated by the Merger Agreement will be irrevocable and an Adverse Recommendation Change will not change such approval.

For purposes of this Offer to Purchase and the Merger Agreement:

•  “Alternative Proposal” means any inquiry, proposal or offer from any person for (i) an acquisition of Bankrate (or any subsidiary or subsidiaries of Bankrate whose business constitutes 20% or more of the net revenues, net income or assets of Bankrate and its subsidiaries, taken as a whole), (ii) the acquisition in any manner, directly or indirectly, of over 20% of the equity securities (by vote or value) or consolidated total assets of Bankrate and its subsidiaries or (iii) the acquisition (whether by merger, consolidation, equity investment, share exchange, joint venture or otherwise) by any third party, directly or indirectly, of any entity that holds assets representing, directly or indirectly, 20% or more of the net revenues, net income or assets of Bankrate and its subsidiaries, taken as a whole, (iv) any tender offer or exchange offer, as such terms are defined under the Exchange Act, that, if consummated, would result in any third party beneficially owning 20% or more of the outstanding Bankrate shares and any other voting securities of Bankrate, or (v) any combination of the foregoing.

•  “Superior Proposal” means any bona fide written Alternative Proposal on terms which the board of directors of Bankrate determines in good faith, after consultation with Bankrate’s outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders of Bankrate shares than the transactions provided for in the Merger Agreement (after taking into account the expected timing and risk of consummation), taking into account, among other things, all the terms, conditions, impact and all legal, financing and regulatory aspects, shareholder litigation, break up fee and expense reimbursement provisions and other events or circumstances beyond the control of the party invoking the condition of such proposal (in each case taking into account any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of determination); provided that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Alternative Proposal shall be deemed to be references to “50%.”

Efforts to Close the Transaction

In the Merger Agreement, each of Bankrate, Parent and Purchaser agreed to use its reasonable best efforts to take all actions necessary, proper or advisable under applicable law to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions and other documents necessary to consummate the Offer, the Merger and other transactions contemplated by the Merger Agreement.

Takeover Statute

If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation becomes applicable to the Offer, the Merger, the Top-Up Option or the other transactions contemplated by the Merger Agreement, each of Bankrate and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary to eliminate if possible, and otherwise to minimize, the effects of such statute or regulation on the Offer, the Merger and the other transactions contemplated thereby.

Indemnification and Insurance

Parent and Purchaser agreed that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the effective time of the Merger, whether asserted or claimed prior to, at or after the effective time of the Merger, now existing in favor of the current or former directors, officers or employees of Bankrate as provided in their respective certificates of incorporation or bylaws or

34

other organizational documents or in any agreement will survive the Offer or the Merger and will continue in full force and effect and will not be, for a period of six years from the date of closing of the Merger Agreement, modified in any manner that would adversely affect the rights thereunder of any individuals who at the effective time of the Merger were current or former directors, officers or employees of Bankrate.

In addition, Parent agreed to indemnify and hold harmless each current and former director or officer of Bankrate or any of its subsidiaries against any costs and expenses, losses, claims, damages or actions arising out any action or omission in connection with such director’s or officer’s service to Bankrate or any of its subsidiaries.

For a period of six years after the Board Appointment Date, Parent shall either cause to be maintained in effect the current or substitute policies of officers’ and directors’ liability insurance maintained by Bankrate and its subsidiaries; provided that Parent shall not be required to expend annually in excess of 250% of the annual premium currently paid by Bankrate under the current policies, but in such case shall purchase as much coverage as reasonably practicable for such amount. Alternatively, Bankrate shall be entitled to purchase, prior to the Board Appointment Date, a “tail policy” on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Bankrate with respect to matters arising on or before the Board Appointment Date, covering without limitation the transactions contemplated by the Merger Agreement.

Shareholder Litigation

Bankrate will control and will give Parent the opportunity to participate in the defense of any litigation brought against Bankrate by its shareholders relating to the transactions contemplated by the Merger Agreement. Bankrate may not compromise or settle any such litigation without the prior written consent of Parent.

Other Covenants

The Merger Agreement contains other covenants, including, covenants relating to calling the shareholders meeting to approve the Merger, public announcement, notice, access and confidentiality.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the effective time of the Merger, whether before or after any approval of the Merger by the shareholders of Bankrate:

•  by mutual written consent of Parent and Bankrate;

•  by either Parent or Bankrate:

•  if the Offer is not consummated by April 22, 2010, provided that this right is not available to a party if such party’s failure to fulfill any of its obligations under the Merger Agreement proximately caused the Offer not to have been consummated on or before said date; or

•  if an order, decree or injunction has been issued permanently restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree or injunction becomes final and non-appealable;

•  by Bankrate:

•  at any time prior to the consummation of the Offer, if Parent or Purchaser will have (i) breached or failed to perform in any material respect any of its covenants and obligations under the Merger Agreement, or (ii) breached any representations or warranties, which breach would result in a delay in the consummation of the Offer and is either incurable or not cured by the party in breach within the earlier of 30 days or the April 22, 2010;

35

•  In order to enter into a transaction that is a Superior Proposal, but only if:

•  the Bankrate board of directors has received a Superior Proposal that is not withdrawn;

•  the Bankrate board of directors has determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that failure to terminate the Merger Agreement in order to enter into a Superior Proposal would be inconsistent with the directors’ fiduciary duties;

•  Bankrate will have complied with its non-solicitation obligations under the Merger Agreement;

•  Bankrate has given Parent at least three business days’ advance written notice of a Superior Proposal, including the identity of the person making such Superior Proposal and the most current written agreement relating to such Superior Proposal, and of any subsequent changes to the Superior Proposal;

•  following good faith negotiations with Parent of terms and conditions of the Merger Agreement during such three business-day period and after taking into account any revised proposal made by Parent, the board of directors shall have determined in good faith that such revised proposal is not at least as favorable from a financial point of view to the shareholders as such Superior Proposal; and

•  Bankrate will have paid a termination fee of $30.0 million (the “Termination Fee”); or

•  if Purchaser will have (i) failed to commence the Offer by 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, (ii) terminated or made any change to the Offer in material violation of the terms of the Merger Agreement or (iii) failed to accept for payment and pay for Bankrate shares validly tendered and not withdrawn in the Offer;

•  by Parent:

•  at any time prior to the consummation of the Offer, if Bankrate will have breached any of its representations and warranties under the Merger Agreement such that the condition of the Offer that the representations and warranties will be true and correct (except where a failure to be so true and correct would not have a material adverse effect) would be incapable of being satisfied by the earlier of 30 days following receipt by Bankrate of written notice of such breach or April 22, 2010;

•  Bankrate will have breached any of its covenants or agreements under the Merger Agreement that remains uncured, or is incapable of being cured, within 20 business days following written notice from Parent and Purchaser such that the condition of the Offer that no breach of a covenant in any material respect has occurred and is continuing would not be satisfied or would be incapable of being satisfied by the earlier of 30 days following receipt by Bankrate of written notice of such breach or the April 22, 2010;

•  if Bankrate gives Parent notice that it will terminate the Merger Agreement in connection with entering into a transaction that is a Superior Proposal;

•  if Bankrate’s board of directors has made an Adverse Recommendation Change or Bankrate has breached in any material respect its non-solicitation obligations;

•  if the Minimum Condition will not have been satisfied, but all other conditions of the Offer will have been satisfied, as of any Expiration Date of the Offer subsequent to the later of the 120th business day following the commencement of the Offer and the 30th business day following SEC’s conclusion of its review of the Schedule TO, the Transaction Statement on Schedule 13E-3 (“Schedule 13E-3”), and Schedule 14D-9 (in the good faith belief of Parent); or

•  if Parent pays the Parent Termination Fee (as defined below) by wire transfer to Bankrate.

36

Effect of Termination

If the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will become null and void and, subject to certain exceptions described below and in the Merger Agreement, there will be no liability on the part of Parent, Purchaser or Bankrate. No party is relieved of any liability for willful breach of the Merger Agreement, provided that no party is liable for punitive damages, subject to the limitation on aggregate liability of Parent and Purchaser of $570.8 million.

Bankrate has agreed to pay Parent the Termination Fee, if:

•  (A) a bona fide Alternative Proposal is made known to Bankrate, the board of directors, or senior management of Bankrate, or has been made directly to the shareholders of Bankrate or any person has publicly announced a bona fide intention (not subsequently withdrawn) to make an Alternative Proposal and following any such event the Merger Agreement is terminated (i) by Bankrate or Parent if the Offer is not consummated by the April 22, 2010, or (ii) by Parent if (x) Bankrate has breached any of its covenants or agreements under the Merger Agreement such that the condition to the Offer regarding compliance with covenants is incapable of being satisfied or (y) the Minimum Condition will not have been satisfied within the time limits described above and (B) Bankrate enters into a letter of intent, agreement in principle, acquisition agreement or other definitive agreement with respect to an Alternative Proposal, or consummates an Alternative Proposal, within 12 months of the date the Merger Agreement is terminated (provided that for purposes of this section, the references to “20%” in the definition of Alternative Proposal shall be deemed to be references to “50%”);

•  the Merger Agreement is terminated by Bankrate in order to enter into a transaction that is a Superior Proposal; or

•  the Merger Agreement is terminated by Parent because (A) Bankrate gives Parent notice that it will terminate the Merger Agreement in connection with entering into a transaction that is a Superior Proposal or (B) Bankrate’s board of directors has made an Adverse Recommendation Change or (C) Bankrate has breached in any material respect its no solicitation obligations.

If Bankrate is obligated to pay the Termination Fee under the scenario in the first bullet point above, any amounts Bankrate previously paid to Parent as expense reimbursement will be credited toward the Termination Fee amount payable by Bankrate.

Parent may terminate the Merger Agreement at any time prior to the effective time of the Merger upon the payment to Bankrate of a termination fee of $570.8 million (the “Parent Termination Fee”). Bankrate’s right to receive the Parent Termination Fee from Parent will be the sole and exclusive remedy against Parent and any affiliates of Parent and, upon payment of the Parent Termination Fee, neither Parent nor any affiliates of Parent will have any liability or obligation to Bankrate relating to or arising out of the Merger Agreement or other agreements or transactions contemplated by the Merger Agreement.

Bankrate agreed to pay out-of-pocket costs and expenses in an amount of up to $3.0 million actually incurred by Parent in connection with the Merger Agreement if Parent terminates the Merger Agreement because the Minimum Condition will not have been satisfied within the time limits described above.

Specific Performance

Bankrate’s sole remedy for a breach by Parent or Purchaser is to seek specific performance of the Merger Agreement and Parent and Purchaser’s obligations thereunder, including the obligation to complete the Offer and the Merger. However, if a court decides not to award specific performance, then Bankrate can seek monetary damages with the loss to Bankrate shareholders expressly included in measuring damages. The extent of monetary damages is limited by the $570.8 million cap in the Second Commitment Letter (as defined and described below). Bankrate will not be entitled to enforce any award for monetary damages unless Purchaser fails to consummate the Offer and Merger within two weeks following such award.

37

Limitations of Liability

The maximum aggregate liability of Parent (including the Parent Termination Fee) for damages or otherwise is limited to $570.8 million. Bankrate can cause the Apax VII Funds to provide funds, pro rata based on each fund’s participation and subject to the maximum set forth in the second commitment letter between Bankrate, Parent and the Apax VII Funds (the “Second Commitment Letter”), up to such aggregate limit to Parent to the extent provided in the Second Commitment Letter, subject to the terms of the Second Commitment Letter and the Limited Guarantee. In addition, the rights of Bankrate pursuant to the Second Commitment Letter and the Limited Guarantee are the sole and exclusive remedy of Bankrate and its affiliates against Parent and Parent’s affiliates in respect of monetary liabilities or obligations arising under the Merger Agreement. You will find a description of the Second Commitment Letter and the Limited Guarantee below and in Section II. 11 (Source and Amount of Funds).

Fees and Expenses

Except for the expense reimbursement provisions described under “Effect of Termination” above for Parent’s benefit, costs and expenses incurred by the parties will be paid by the party incurring such costs and expenses, except expenses incurred in connection with printing, filing and mailing the Bankrate’s proxy statement and fees relating to HSR Act or other regulatory filing will be borne one-half by Bankrate and one-half by Parent.

Amendment

The Merger Agreement may be amended by Bankrate, Parent and Purchaser at any time before or after any approval of the Merger Agreement by Bankrate’s shareholders but, after any such approval, no amendment will be made that by law requires further approval by the Bankrate shareholders without obtaining such further approval.

Governing Law

The Merger Agreement shall be governed by Delaware law except matters relating to fiduciary duties of the Bankrate board of directors and internal corporate affairs of Bankrate shall be governed by Florida law.

Commitment Letters and Limited Guarantee

Parent has received a commitment letter from the Apax VII Funds, pursuant to which the Apax VII Funds have agreed to purchase equity and/or debt securities of Parent in an aggregate amount of up to $570.8 million in cash, solely for the purpose of funding Purchaser’s payment of the Offer Price for Bankrate shares tendered in the Offer and, if the Offer is completed, for Bankrate shares acquired in the Merger. The Apax VII Funds will contribute to Parent at the Acceptance Time an amount sufficient to fund the Offer Price for the Bankrate shares validly tendered and not properly withdrawn pursuant to the Offer, subject to (1) the satisfaction or waiver by Parent of the conditions to Parent’s and Purchaser’s obligations to consummate the Offer described in the Merger Agreement, and (2) the contemporaneous acceptance for payment by Purchaser of Bankrate shares validly tendered and not properly withdrawn pursuant to the Offer. The Apax VII Funds will contribute to Parent up to the remainder of their commitment pursuant to this commitment letter at the effective time of the Merger, subject to the satisfaction or waiver by Parent of the conditions to Parent’s and Purchaser’s obligations to effect the Merger described in the Merger Agreement. The Apax VII Funds’ obligation to fund the commitment terminates at the earliest of (1) termination of the Merger Agreement according to its terms, (2) the effective time of the Merger, (3) payment of the Parent Termination Fee and (4) funding of the foregoing commitment.

Bankrate and Parent are direct parties to and can enforce a Second Commitment Letter pursuant to which the Apax VII Funds have agreed to purchase equity and/or debt securities of Parent in an aggregate amount of up to $570.8 million in cash, solely for the purpose of allowing Parent to satisfying claims arising out of a

38

breach of Parent’s obligations under the Limited Guarantee described below. The Apax VII Funds’ obligation to fund the commitment under this Second Commitment Letter is subject to all of the terms and conditions of the Limited Guarantee (described below) and an assertion in writing by Bankrate of a breach by Parent or Purchaser of their respective obligations under the Merger Agreement. The Apax VII Funds’ obligation to fund the commitment terminates at the earliest of (1) a termination of the Merger Agreement according to its terms (other than termination due to (a) a pending injunction, (b) a failure to consummate the Offer by April 22, 2010, (c) a breach by Parent or Purchaser of their representations and warranties or covenants under the Merger Agreement, (d) a failure by Purchaser to commence the Offer by 5:30 p.m. Eastern Daylight Savings time on July 28, 2009 or (e) a failure by Purchaser to accept for payment and pay for the Bankrate shares tendered in the Offer, in which case, the commitment expires 120 days following a valid termination of the Merger Agreement, provided that the commitment will not terminate as to any claim for which notice has been given to Parent prior to the end of such 120-day period), (2) the effective time of the Merger, (3) the payment of the Parent Termination Fee, and (4) funding of the commitment.

The liability of the Apax VII Funds entering into both commitment letters described above is several, not joint and several, based upon the following percentages: Apax US VII, L.P. (7.000%), Apax Europe VII-1, L.P. (1.515%), Apax Europe VII-A, L.P. (32.272%) and Apax Europe VII-B, L.P. (59.213%).

Parent and Bankrate entered into a Limited Guarantee pursuant to which Parent has agreed to irrevocably guarantee, in an amount up to $570.8 million, (1) the Parent Termination Fee, (2) Parent’s obligations to pay damages to Bankrate under the Merger Agreement, and (3) Parent’s or Purchaser’s obligations to perform specifically the terms and provisions of the Merger Agreement, in each case, solely to the extent such Parent Termination Fee, damages, or specific performance, as the case may be, are found in a final judicial determination (or a settlement tantamount thereto) to be due and payable or to be required, as applicable, pursuant to the terms and conditions of the Merger Agreement. The Limited Guarantee will remain in force and effect until the earliest of (1) a termination of the Merger Agreement according to its terms (other than a termination due to (a) a pending injunction, (b) a failure to consummate the Offer by April 22, 2010, (c) a breach by Parent or Purchaser of their representations and warranties or covenants under the Merger Agreement, (d) a failure by Purchaser to commence the Offer by 5:30 p.m. Eastern Daylight Savings time on July 28, 2009 or (e) a failure by Purchaser to accept for payment and pay for the Bankrate shares tendered in the Offer, in which case, the Limited Guarantee expires 120 days following a valid termination of the Merger Agreement, provided that the Limited Guarantee will not terminate as to any claim for which notice has been given to Parent prior to the end of such 120-day period), (2) the effective time of the Merger, and (3) the payment of the Parent Termination Fee. However, if Bankrate brings certain legal claims (x) relating to the validity, enforceability or legality of certain provisions of the Limited Guarantee, (y) for liability of Parent or Purchaser under the Merger Agreement or the equity commitment letter, other than liability under the Limited Guarantee, or (z) in a jurisdiction other than Delaware, then the obligations of Parent under the Limited Guarantee terminate.

The maximum aggregate liability of the Apax VII Funds, Parent, Purchaser and their affiliates to Bankrate under the Limited Guarantee, the Merger Agreement and the Second Commitment Letter is limited to $570.8 million.

13.   Appraisal Rights

No appraisal rights are available with respect to Bankrate shares tendered and accepted for purchase in the Offer. However, if the Merger is consummated, shareholders who do not tender their Bankrate shares in the Offer will have certain rights under Section 607.1302 of the FBCA to demand appraisal of, and to receive payment in cash of the fair value of, their Bankrate shares. Such appraisal rights, if the statutory procedures are met, could lead to a judicial determination of the fair value of the Bankrate shares, as of the effective time of the Merger, required to be paid in cash to such dissenting holders for their Bankrate shares. In addition, such dissenting shareholders would be entitled to receive payment of interest from the date of consummation of the Merger through the date of the payment of the judgment on the amount determined to be the fair value of their Bankrate shares. Such determination could be based upon considerations other than, or in addition to,

39

the market value of the Bankrate shares, including, among other things, asset values, investment value and earning capacity. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the Offer Price.

If any holder of Bankrate shares who demands appraisal under Florida law fails to perfect, or effectively withdraws or loses his rights to appraisal as provided under Florida law, each Bankrate share of such shareholder will be converted into the right to receive the Offer Price. A shareholder may withdraw his, her or its demand for appraisal by delivering to Bankrate a written withdrawal of his, her or its demand for appraisal and acceptance of the Merger.

The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Florida law and is qualified in its entirety by reference to Florida law. Further details regarding appraisal rights are set forth as an exhibit to the Schedule TO.

If you sell your Bankrate shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Bankrate shares but, rather, will receive the Offer Price for each of your Bankrate shares.

FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTIONS 607.1301 THROUGH 607.1333 OF THE FBCA FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF ANY SUCH RIGHTS.

14.   Management Fees following the Effective Time of the Merger

In connection with the closing of the Merger, certain affiliates of the Apax VII Funds and Parent will enter into “Material Event Advisory Agreements.” Under those agreements, those affiliates will be entitled to receive from Parent or Bankrate (1) at the effective time of the Merger an arrangement fee in an amount equal to 3% of the total capital invested by the Apax VII Funds, (2) an advisory fee in an amount equal to 0.3% per annum of the total capital invested by the Apax VII Funds in Parent, (3) an additional arrangement fee in connection with any exit transaction in an amount equal to 3% of the value of the Apax VII Funds’ investment in Bankrate at exit, and (4) in connection with any future recapitalization or borrowing to finance an add-on acquisition, a fee equal to 1% of the money raised. In return, those affiliates of the Apax VII Funds will provide certain financial advisory services and advice to Parent and the surviving corporation during the term of the agreements.

40

II. THE TENDER OFFER

1.   Terms of the Offer; Expiration Date

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment) and the Merger Agreement, Purchaser shall accept for payment and pay for Bankrate shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Date in accordance with the procedures set forth in Section II. 4 (Withdrawal Rights). If the conditions to the Offer are satisfied or waived, Purchaser will purchase all Bankrate shares validly tendered and not validly withdrawn as described above.

The obligation of Purchaser to accept for payment, and pay for all Bankrate shares tendered pursuant to the Offer shall be subject to the Minimum Condition as well as the other conditions described in Section II. 12 (Conditions to the Offer). The Purchaser may terminate the Offer without purchasing any Bankrate shares if certain events described in Section II. 12 (Conditions to the Offer) occur.

The Minimum Condition may be waived by Purchaser, at its sole option, (i) if the number of Bankrate shares validly tendered and not withdrawn shall be at least equal to the difference between (x) a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the FBCA, less (y) the number of Bankrate shares subject to Support Agreements or (ii) with the prior written consent of Bankrate.

Unless the Merger Agreement is terminated in accordance with its terms, if at any scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or earlier waived by Purchaser (or Parent on its behalf), Purchaser may, in its sole discretion, extend the Offer and the Expiration Date for one or more periods of up to 20 business days each, the length of each such period to be determined by Purchaser in its sole discretion. In no event will Purchaser be required to, or will Parent be required to cause Purchaser to, extend the Offer or the Expiration Date beyond April 22, 2010. There can be no assurance that Purchaser will exercise its rights to extend the Offer.

If Purchaser is delayed in its payment for the Bankrate shares or is unable to pay for Bankrate shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may retain tendered Bankrate shares on behalf of Purchaser, and such Bankrate shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in Section II. 4 (Withdrawal Rights). However, the ability of Purchaser to delay the payment for Bankrate shares which Purchaser has accepted for payment is limited by Rule 14e-1 promulgated under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by, or on behalf of, holders of securities promptly after the termination or withdrawal of the Offer.

The Purchaser will accept for payment and pay for all Bankrate shares validly tendered and not validly withdrawn pursuant to the Offer if all of the conditions to the Offer are satisfied or waived on the Expiration Date. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14e-1(d) promulgated under the Exchange Act, which require that material changes be promptly disseminated to holders of Bankrate shares in a manner reasonably designed to inform such holders of such change), Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release.

If Purchaser makes a material change in the terms of the Offer, or if it waives a material condition to the Offer, Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 promulgated under the Exchange Act. The minimum period during which an Offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in the percentage of securities sought or a change in any dealer’s soliciting fee, will depend

41

upon the facts and circumstances, including the materiality of the changes. A minimum ten business day period from the date of such change is generally required to allow for adequate dissemination of new information to shareholders in connection with a change in price or, subject to certain limitations, a change in the percentage of securities sought or a change in any dealer’s soliciting fee. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Savings time. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment.

If, on or before the Expiration Date, Purchaser increases the consideration being paid for Bankrate shares accepted for payment pursuant to the Offer, such increased consideration will be paid to all shareholders whose Bankrate shares are purchased in the Offer, whether or not such Bankrate shares were tendered before the announcement of the increase in consideration.

The Purchaser reserves the right to transfer or assign to one or more of Parent or Parent’s direct or indirect subsidiaries, in whole or from time to time in part, the right to purchase all or any portion of the Bankrate shares tendered into the Offer, but any such transfer or assignment will not relieve Purchaser (or Parent) of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for Bankrate shares validly tendered and accepted for payment pursuant to the Offer.

Bankrate has provided Purchaser with its shareholder and option holder lists and security position listings for the purpose of disseminating the Offer to holders of Bankrate shares. This Offer to Purchase, the related Letter of Transmittal and other relevant materials will be mailed to record holders of Bankrate shares, and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder lists, or, if applicable, who are listed as participants in a clearing agency’s security position listing. The Schedule 14D-9 will also be included in the package of materials.

2.   Acceptance for Payment and Payment for Bankrate Shares

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment, and will pay for, all Bankrate shares validly tendered prior to the Expiration Date and not properly withdrawn, promptly after the Expiration Date. Subject to applicable rules of the SEC, Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Bankrate shares in order to comply in whole or in part with any other applicable law. If Purchaser desires to delay payment for Bankrate shares accepted for payment pursuant to the Offer, and such delay would otherwise be in contravention of Rule 14e-1 of the Exchange Act, Purchaser will extend the Offer. In all cases, payment for Bankrate shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Certificates evidencing such Bankrate shares or timely confirmation of a book-entry transfer of such Bankrate shares (a “Book-Entry Confirmation”) into the Depositary’s account at the depository trust company (“DTC”) pursuant to the procedures set forth in Section II. 3 (Procedures for Tendering Bankrate Shares), (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an “Agent’s Message” in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. An “Agent’s Message” is a message, transmitted by electronic means to, and received by, the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the Bankrate shares which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Bankrate shares validly tendered and not validly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary, as agent for the tendering shareholders, of Purchaser’s acceptance for payment

42

of such Bankrate shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Bankrate shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders whose Bankrate shares have been accepted for payment.

If any tendered Bankrate shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Certificates are submitted evidencing more Bankrate shares than are tendered, Certificates evidencing unpurchased Bankrate shares will be returned, without expense to the tendering shareholder (or, in the case of Bankrate shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section II. 3 (Procedures for Tendering Bankrate Shares), such Bankrate shares will be credited to an account maintained at DTC), as promptly as practicable following the expiration or termination of the Offer.

3.   Procedures for Tendering Bankrate Shares

Except as set forth below, in order for Bankrate shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Certificates evidencing tendered Bankrate shares must be received by the Depositary at such address or such Bankrate shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below. No alternative, conditional or contingent tenders will be accepted.

Book-Entry Transfer

The Depositary will establish accounts with respect to the Bankrate shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make a book-entry delivery of Bankrate shares by causing DTC to transfer such Bankrate shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. However, although delivery of Bankrate shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. Delivery of documents to DTC does not constitute delivery to the Depositary.

Signature Guarantees

Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of an Eligible Institution, except in cases where Bankrate shares are tendered (i) by a registered holder of Bankrate shares who has not completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution. If a Certificate is registered in the name of a person other than the signatory of the Letter of Transmittal (or a facsimile thereof), or if payment is to be made, or a Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Certificate, with the signature(s) on such Certificate or stock powers guaranteed by an Eligible Institution. If the Letter of Transmittal or stock powers are signed or any Certificate is endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a

43

fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Purchaser, proper evidence satisfactory to Purchaser of their authority to so act must be submitted. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery

If a shareholder desires to tender Bankrate shares pursuant to the Offer and the Certificates evidencing such shareholder’s Bankrate shares are not immediately available or such shareholder cannot deliver the Certificates and all other required documents to the Depositary prior to the Expiration Date, or such shareholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Bankrate shares may nevertheless be tendered, provided that all the following conditions are satisfied:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received prior to the Expiration Date by the Depositary as provided below; and

(iii) the Certificates (or a Book-Entry Confirmation) evidencing all tendered Bankrate shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in connection with a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three Nasdaq Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which The Nasdaq Global Select Market is open for business.

The Notice of Guaranteed Delivery may be delivered by mail or transmitted by telegram or facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser.

In all cases, payment for Bankrate shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the Certificates evidencing such Bankrate shares, or a Book-Entry Confirmation of the delivery of such Bankrate shares, and the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer.

The method of delivery of Certificates and all other required documents, including delivery through DTC, is at the option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Determination of Validity

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Bankrate shares will be determined by Purchaser in its sole discretion. Purchaser reserves the absolute right to reject any and all tenders determined by them not to be in proper form or the acceptance for payment of which may, in the opinion of their counsel, be unlawful. Purchaser reserves the absolute right to waive any condition of the Offer (other than those conditions for which the waiver or modification is limited as described above in Section II. 1 (Terms of the Offer; Expiration Date) and Purchaser reserves the absolute right to waive any defect or irregularity in the tender of any particular Bankrate shares or any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders, and Purchaser’s interpretations of the terms and conditions of the Offer will be final and binding on all persons. No tender of Bankrate shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of Purchaser. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders, or any waiver thereof, or incur any liability for failure to give any such notification.

44

Other Requirements

By executing the Letter of Transmittal as set forth above, a tendering shareholder irrevocably appoints designees of Purchaser as such shareholder’s proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such shareholder’s rights with respect to the Bankrate shares tendered by such shareholder and accepted for payment by Purchaser (and with respect to any and all other Bankrate shares or other securities issued or issuable in respect of such Bankrate shares on or after the date of this Offer to Purchase). All such proxies shall be considered coupled with an interest in the tendered Bankrate shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts such Bankrate shares for payment. Upon such acceptance for payment, all prior proxies given by such shareholder with respect to such Bankrate shares (and such other Bankrate shares and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed by such shareholder (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of Purchaser will, with respect to the Bankrate shares for which the appointment is effective, be empowered to exercise all voting and other rights of such shareholder as they in their sole discretion may deem proper at any annual or special meeting of Bankrate’s shareholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Bankrate shares to be deemed validly tendered, immediately upon Purchaser’s payment for such Bankrate shares, Purchaser must be able to exercise full voting rights with respect to such Bankrate shares.

The acceptance for payment by Purchaser of Bankrate shares pursuant to any of the procedures described above will constitute a binding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.

4.   Withdrawal Rights

Tenders of the Bankrate shares made pursuant to the Offer are irrevocable except that such Bankrate shares may be withdrawn at any time prior to the initial Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after September 26, 2009. If Purchaser extends the Offer, is delayed in its acceptance for payment of Bankrate shares or is unable to accept Bankrate shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer or Bankrate’s rights under the Merger Agreement, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Bankrate shares, and such Bankrate shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this section. Any such delay will be accompanied by an extension of the Offer to the extent required by law.

For a withdrawal to be effective, a written, or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Bankrate shares to be withdrawn, the number of Bankrate shares to be withdrawn and the name of the registered holder of such Bankrate shares, if different from that of the person who tendered such Bankrate shares. If Certificates evidencing Bankrate shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Certificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Bankrate shares have been tendered for the account of an Eligible Institution. If Bankrate shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section II. 3 (Procedures for Tendering Bankrate Shares), any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Bankrate shares and must otherwise comply with DTC’s procedures.

Withdrawals of tenders of Bankrate shares may not be rescinded, and Bankrate shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Bankrate shares may be retendered by again following the procedures described in Section II. 3 (Procedures for Tendering Bankrate Shares), at any time prior to the Expiration Date or during a subsequent offering period if one is provided.

45

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Parent or Purchaser, in their sole discretion, whose determination will be final and binding. None of Parent, Purchaser, the Depositary, the Information Agent or any other person will be under a duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.   Material United States Federal Income Tax Consequences of the Offer and the Merger

The following is a summary of the material United States federal income tax consequences to beneficial holders of Bankrate shares upon the tender of Bankrate shares for cash pursuant to the Offer and the exchange of Bankrate shares for cash pursuant to the Merger. This summary is general in nature and does not discuss all aspects of United States federal income taxation that may be relevant to you in light of your particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any local, state or foreign jurisdiction and does not consider any aspects of United States federal tax law other than income taxation. This summary deals only with Bankrate shares held as capital assets within the meaning of section 1221 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (generally property held for investment), and does not address tax considerations applicable to any holder of Bankrate shares that may be subject to special treatment under the United States federal income tax laws, including:

•  a bank or other financial institution;

•  a tax-exempt organization;

•  a retirement plan or other tax-deferred account;

•  a partnership, an S corporation or other pass-through entity (or an investor in a partnership, S corporation or other pass-through entity);

•  an insurance company;

•  a mutual fund;

•  a real estate investment trust;

•  a dealer or broker in stocks and securities, or currencies;

•  a trader in securities that elects mark-to-market treatment;

•  a holder of Bankrate shares subject to the alternative minimum tax provisions of the Code;

•  a holder of Bankrate shares that received the Bankrate shares through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

•  a person that has a functional currency other than the United States dollar;

•  a person that holds the Bankrate shares as part of a hedge, straddle, constructive sale, conversion or other integrated transaction;

•  a United States expatriate; or

•  any holder of Bankrate shares that entered into a Support Agreement as part of the transactions described in this Offer to Purchase.

If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) holds Bankrate shares, the tax treatment of a holder that is a partner in the partnership generally will depend upon the status of the partner and the activities of the partner and the partnership. Such holders should consult their own tax advisors regarding the tax consequences of exchanging the Bankrate shares pursuant to the Offer or pursuant to the Merger.

This summary is based on the Code, the regulations promulgated under the Code, and rulings and judicial decisions, all as in effect as of the date of this Offer to Purchase, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to

46

seek, any ruling from the United States Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

The discussion set out below is intended only as a summary of the material United States federal income tax consequences to a holder of Bankrate shares. We urge you to consult your own tax advisor with respect to the specific tax consequences to you in connection with the Offer and the Merger in light of your own particular circumstances, including federal estate, gift and other non-income tax consequences, and tax consequences under state, local or foreign tax laws.

United States Holders

For purposes of this discussion, the term “United States holder” means a beneficial owner of Bankrate shares that is, for United States federal income tax purposes:

•  a citizen or resident of the United States;

•  a corporation (or any other entity or arrangement treated as a corporation for United States federal income tax purposes), organized in or under the laws of the United States or any state thereof or the District of Columbia;

•  an estate, the income of which is subject to United States federal income taxation, regardless of its source; or

•  a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

Payments with Respect to Bankrate Shares

The exchange of Bankrate shares for cash pursuant to the Offer or pursuant to the Merger will be a taxable transaction for United States federal income tax purposes, and a United States holder who receives cash for Bankrate shares pursuant to the Offer or pursuant to the Merger will recognize gain or loss, if any, equal to the difference between the amount of cash received and the holder’s adjusted tax basis in the Bankrate shares. Gain or loss will be determined separately for each block of Bankrate shares (i.e., Bankrate shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such United States holder’s holding period for the Bankrate shares is more than one year at the time of the exchange of such holder’s Bankrate shares for cash. Long-term capital gain recognized by an individual holder generally is subject to tax at a lower rate than short-term capital gain or ordinary income. There are limitations on the deductibility of capital losses.

Backup Withholding Tax

Proceeds from the exchange of Bankrate shares pursuant to the Offer or pursuant to the Merger generally will be subject to backup withholding tax at the applicable rate (currently 28%) unless the applicable United States holder or other payee provides a valid taxpayer identification number and complies with certain certification procedures or otherwise establishes an exemption from backup withholding tax. Any amounts withheld under the backup withholding tax rules from a payment to a United States holder will be allowed as a credit against that holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS. Each United States holder should complete and sign the substitute form W-9, which will be included with the Letter of Transmittal to be returned to the Depositary, to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the Depositary.

47

Non-United States Holders

The following is a summary of certain United States federal income tax consequences that will apply to you if you are a Non-United States holder of Bankrate shares. The term “Non-United States holder” means a beneficial owner, other than a partnership, of a Bankrate share that is:

•  a nonresidential alien individual;

•  a foreign corporation; or

•  a foreign estate or trust.

The following discussion applies only to Non-United States holders, and assumes that no item of income, gain, deduction or loss derived by the Non-United States holder in respect of Bankrate shares at any time is effectively connected with the conduct of a United States trade or business. Special rules, not discussed herein, may apply to certain Non-United States holders, such as:

•  certain former citizens or residents of the United States;

•  controlled foreign corporations;

•  passive foreign investment companies;

•  corporations that accumulate earnings to avoid United States federal income tax;

•  investors in pass-through entities that are subject to special treatment under the Code; and

•  Non-United States holders that are engaged in the conduct of a United States trade or business.

Payments with Respect to Bankrate Shares

Payments made to a Non-United States holder with respect to Bankrate shares exchanged for cash in the Offer or pursuant to the Merger generally will be exempt from United States federal income tax. However, if the Non-United States holder is an individual who was present in the United States for 183 days or more in the taxable year and certain other conditions are met, such holder will be subject to tax at a flat rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on the gain from the exchange of the Bankrate shares, net of applicable United States losses from sales or exchanges of other capital assets recognized by the holder during the year.

Backup Withholding Tax

A Non-United States holder may be subject to backup withholding tax with respect to the proceeds from disposition Bankrate shares pursuant to this Offer to Purchase or pursuant to the Merger, unless, generally, the Non-United States holder certifies under penalties of perjury on an appropriate IRS form W-8 that the Non-United States holder is not a United States person, or the Non-United States holder otherwise establishes an exemption in a manner satisfactory to the Depositary.

Any amounts withheld under the backup withholding tax rules will be allowed as a refund or a credit against the Non-United States holder’s United States federal income tax liability, provided the required information is furnished to the IRS.

The foregoing summary does not discuss all aspects of United States federal income taxation that may be relevant to particular holders Bankrate shares. Holders of Bankrate shares should consult their own tax advisors as to the particular tax consequences to them of tendering their Bankrate shares for cash pursuant to this Offer to Purchase or exchanging their Bankrate shares for cash in the Merger under any federal, state, foreign or other tax laws.

48

6.   Price Range of Bankrate Shares; Dividends on Bankrate Shares

Bankrate shares are listed on The Nasdaq Global Select Market under the symbol “RATE.” Bankrate shares were listed on The Nasdaq Stock Market from May 13, 1999 to January 26, 2001, and subsequently have been listed on The Nasdaq Stock Market at all times since January 9, 2003. Between January 27, 2001 and January 8, 2003, Bankrate shares were traded on the over the counter bulletin board.

The following table sets forth, for each of the periods indicated, the high and low closing sales prices per share of Bankrate common stock on The Nasdaq Global Select Market.

	High		Low
Year Ended December 31, 2007:
First Quarter	$	44.77	$	32.94
Second Quarter		50.69		33.91
Third Quarter		51.96		36.21
Fourth Quarter		53.05		35.92
Year Ended December 31, 2008:
First Quarter	$	56.85	$	39.12
Second Quarter		54.99		39.04
Third Quarter		39.12		25.13
Fourth Quarter		38.62		23.05
Year Ending December 31, 2009:
First Quarter	$	39.45	$	16.05
Second Quarter		31.83		23.74
Third Quarter (through July 27, 2009)		28.72		22.84

On July 21, 2009, the last trading day before Parent and Bankrate announced that they had entered into the Merger Agreement, the last sale price of Bankrate shares reported on The Nasdaq Global Select Market was $24.62 per share; therefore, the Offer Price of $28.50 per share represents a premium of 15.76% over such price. On July 27, 2009, the last trading day prior to the printing of this Offer to Purchase, the last sale price of Bankrate shares reported on The Nasdaq Global Select Market was $28.69 per share. Shareholders are urged to obtain current market quotations for Bankrate shares before making a decision with respect to the Offer.

Bankrate has never declared or paid any cash dividends on its capital stock. In addition, under the terms of the Merger Agreement, Bankrate is not permitted to declare or pay dividends in respect of Bankrate shares unless approved in advance by Parent in writing.

7.   Effects on the Company if the Offer is Not Consummated

If the Offer is not consummated for any reason, shareholders will not receive any payment for their shares in connection with the Offer. Instead, Bankrate will remain an independent public company and Bankrate’s shares will continue to be listed on The Nasdaq Global Select Market. In addition, if the Offer is not consummated, we expect that management will operate the business in a manner similar to that in which it is being operated today and that Bankrate shareholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, that Bankrate’s operations can be materially affected by competition in its target markets and by overall market conditions, among other factors. Accordingly, if the Offer is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Bankrate shares. From time to time, Bankrate’s board of directors will evaluate and review, among other things, the business operations, properties, dividend policy and capitalization of Bankrate and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Offer is not consummated for any reason, there can

49

be no assurance that any other transaction acceptable to Bankrate will be offered, or that the business, prospects or results of operations of Bankrate will not be adversely impacted.

8.   Possible Effects of the Offer on the Market for the Bankrate Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations

Possible Effects of the Offer on the Market for the Bankrate Shares

If the Offer is consummated but the Merger does not take place, the number of shareholders, and the number of Bankrate shares that are still in the hands of the public, may be so small that there will no longer be an active or liquid public trading market (or possibly any public trading market) for Bankrate shares held by shareholders other than Purchaser. We cannot predict whether the reduction in the number of Bankrate shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Bankrate shares or whether such reduction would cause future market prices to be greater or less than the price paid in the Offer. If the Merger is consummated, shareholders not tendering their Bankrate shares in the Offer will receive cash in an amount equal to the price per share paid in the Offer. Therefore, if the Merger takes place, the only difference between tendering and not tendering Bankrate shares in the Offer is that tendering shareholders will be paid earlier.

Stock Exchange Listing

Depending upon the number of Bankrate shares purchased pursuant to the Offer, the Bankrate shares may no longer meet the standards for continued listing on The Nasdaq Global Select Market. If, as a result of the purchase of Bankrate shares pursuant to the Offer, the Bankrate shares no longer meet the criteria for continued listing on The Nasdaq Global Select Market, the market for the Bankrate shares could be adversely affected. According to The Nasdaq Global Select Market published guidelines, for the Bankrate shares to meet the criteria for continued listing on The Nasdaq Global Select Market, among other things: (i) the price of a share must be at least $1.00; (ii) there must be at least than 400 shareholders, and (iii) there must be at least 750,000 publicly held Bankrate shares, the aggregate market value of publicly held Bankrate shares must be at least $5.0 million, and there must be at least two registered and active market makers (unless Bankrate’s shareholder equity falls below $10.0 million, in which case more stringent requirements apply). If, as a result of the purchase of Bankrate shares pursuant to the Offer, the Bankrate shares no longer meet the requirements of The Nasdaq Global Select Market for continued listing and the listing of Bankrate shares is discontinued, the market for and/or the value of the Bankrate shares could be adversely affected.

If The Nasdaq Global Select Market were to delist the Bankrate shares (which we intend to cause Bankrate to seek if we acquire control of Bankrate and the Bankrate shares no longer meet The Nasdaq Global Select Market listing requirements), it is possible that the Bankrate shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the Bankrate shares would be reported by such exchange or other sources. The extent of the public market for the Bankrate shares and availability of such quotations would, however, depend upon such factors as the number of holders and the aggregate market value of the publicly-held Bankrate shares at such time, the interest in maintaining a market in the Bankrate shares on the part of securities firms and the possible termination of registration of the Bankrate shares under the Exchange Act.

Registration under the Exchange Act

The Bankrate shares are currently registered under the Exchange Act. The purchase of the Bankrate shares pursuant to the Offer may result in the Bankrate shares becoming eligible for deregistration under the Exchange Act. Registration may be terminated upon application of Bankrate to the SEC if the Bankrate shares are neither listed on a national securities exchange nor held by three hundred or more holders of record. Termination of the registration of the Bankrate shares under the Exchange Act, assuming there are no other securities of Bankrate subject to registration, would substantially reduce the information required to be furnished by Bankrate to holders of Bankrate shares and to the SEC and would make certain of the provisions of the Exchange Act, such as the periodic reporting requirements of Section 13, the short-swing profit recovery

50

provisions of Section 16(b), the requirement to furnish a proxy statement pursuant to Section 14(a) in connection with a shareholder’s meeting and the related requirement to furnish an annual report to shareholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going-private” transactions, no longer applicable to Bankrate. Furthermore, “affiliates” of Bankrate and persons holding “restricted securities” of Bankrate may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act. If registration of the Bankrate shares under the Exchange Act were terminated, the Bankrate shares would no longer be “margin securities” or eligible for stock exchange listing. We believe that the purchase of the Bankrate shares pursuant to the Offer may result in the Bankrate shares becoming eligible for deregistration under the Exchange Act, and it would be our intention to cause Bankrate to terminate registration of the Bankrate shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration of the Bankrate shares are met.

If registration of the Bankrate shares under the Exchange Act is not terminated prior to the Merger, then the registration of the Bankrate shares under the Exchange Act and the listing of the Bankrate shares on The Nasdaq Global Select Market will be terminated following the completion of the Merger.

Margin Regulations

The Bankrate shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Bankrate shares. Depending upon factors similar to those described above regarding listing and market quotations, following the purchase of Bankrate shares pursuant to the Offer the Bankrate shares might no longer constitute “margin securities” for the purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for loans made by brokers.

9.   Certain Information Concerning Bankrate

Bankrate is a Florida corporation, with principal executive offices at 11760 U.S. Highway One, Suite 200, North Palm Beach, Florida 33408. The telephone number of Bankrate’s principal executive offices is (561) 630-2400.

The following description of Bankrate and its business has been taken from Bankrate’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”), and is qualified in its entirety by reference to such Form 10-K:

Bankrate was founded approximately 30 years ago as a print publisher of the newsletter Bank Rate Monitor. From 1976 through 1996, Bankrate’s principal business was the publication of print newsletters, the syndication of unbiased editorial bank and credit product research to newspapers and magazines and advertising sales of the Mortgage Guide and the CD & Deposit Guide, a newspaper-advertising table consisting of product and rate information from local mortgage companies and financial institutions. The company that Bankrate operates today was incorporated in the State of Florida in 1993.

In 1996, Bankrate began its online operations by placing its editorially unbiased research on its web site, Bankrate.com. By offering information online, Bankrate created new revenue opportunities through the sale of graphical and hyperlink advertising associated with its rate and yield tables. Over the following decade, Bankrate implemented a strategy to concentrate on building its online operations, and has added to and complimented these operations through acquisitions.

Bankrate now regularly surveys more than 4,800 financial institutions in more than 575 markets in all 50 states to compile current, objective, and unbiased information. Because Bankrate has developed a reputation of providing current, objective, and unbiased information, hundreds of print and online partner publications have come to depend on it as their trusted source for financial rates and information.

51

Financial Information

The audited consolidated financial statements of Bankrate as of and for the fiscal years ended December 31, 2007 and December 31, 2008 are incorporated herein by reference to Item 8 to Bankrate’s Form 10-K, and the unaudited consolidated financial statements of Bankrate as of and for the quarter ended March 31, 2009 are incorporated herein by reference to Item 1 to Bankrate’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Summary Consolidated Financial Information

The following tables set forth certain summary historical consolidated financial information for the Company for the fiscal years ended December 31, 2007 and December 31, 2008 and the fiscal three months ended March 31, 2008 and March 31, 2009. This summary financial information has been derived from, and should be read in conjunction with, our audited consolidated financial statements as of, and for, the years ended December 31, 2007 and December 31, 2008, which are incorporated herein by reference to our annual report on Form 10-K for the year ended December 31, 2008, and our unaudited consolidated financial information as of, and for the nine months ended, March 31, 2008 and March 31, 2009, which is incorporated herein by reference from our quarterly report on Form 10-Q for the three months ended March 31, 2009. We do not anticipate that the cost of this Offer will have a material effect on the summary financial information presented below.

	Three Months Ended				Year Ended
	March 31,				December 31,
	2009		2008		2008		2007
	($ thousands except per share data)
BALANCE SHEET:
Cash and cash equivalents	$	47,038	$	66,072	$	46,055	$	125,058
Working capital		56,883		81,903		48,874		139,437
Current assets		70,092		93,506		71,046		150,338
Non-current assets		197,686		146,135		199,704		78,016
Total assets		267,778		239,641		270,750		228,354
Current liabilities		13,209		11,603		22,172		10,901
Non-current liabilities		142		285		148		187
Total liabilities		13,351		11,888		22,320		11,088
Stockholders’ equity (deficiency)		254,427		227,753		248,430		217,266
Book value per share	$	13.53	$	12.06	$	13.18	$	11.79
STATEMENT OF OPERATIONS:
Revenue		38,337		42,463		166,855		95,592
Cost of revenues		14,995		16,406		66,095		25,847
Gross profit		23,342		26,057		100,760		69,745
Operating expenses		15,224		15,195		67,658		42,099
Other income (expense)		10		846		1,562		6,688
Net income from continuing operations		4,715		6,834		20,998		20,054
Net income		4,715		6,834		19,621		20,054
Net income per common share from continuing operations — basic	$	0.25	$	0.36	$	1.11	$	1.09
Net income per common share from continuing operations — diluted	$	0.25	$	0.35	$	1.08	$	1.04
Net income per common share — basic	$	0.25	$	0.36	$	1.04	$	1.09
Net income per common share — diluted	$	0.25	$	0.35	$	1.01	$	1.04
Ratio of earnings to fixed charges(1)		47.4		77.5		54.1		60.5

(1) Fixed charges include gross interest expense, amortization of deferred financing expenses and an amount equivalent to interest included in rental charges. We have assumed that one-third of rental expense is representative of the interest factor.

52

Certain Projections

In connection with due diligence by the Apax, Bankrate provided certain projected and budgeted financial information concerning Bankrate to the Apax VII Funds. These are described, along with their purpose and intent, in Bankrate’s Schedule 14D-9, which will be filed with the SEC and is being mailed to the shareholders of Bankrate together with this Offer to Purchase. Shareholders of Bankrate are urged to, and should, carefully read Bankrate’s Schedule 14D-9.

10.   Certain Information Concerning Purchaser and Parent

Parent is a Delaware corporation and Purchaser is a Florida corporation. Both companies were formed on July 17, 2009 solely for the purpose of completing the proposed Offer and Merger and have conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger and arranging financing therefor. Upon the consummation of the Merger, Purchaser will cease to exist and Bankrate will continue as the surviving corporation. Until immediately prior to the time Purchaser purchases Bankrate shares pursuant to the Offer, it is not anticipated that Parent or Purchaser will have any significant assets or liabilities or engage in activities other than those incidental to their formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is a wholly owned subsidiary of Parent and has not engaged in any business except as contemplated by the Merger Agreement. As of July 22, 2009 all, of the outstanding common stock of Parent is owned by Ben Holding S.à.r.l., a Luxembourg société à responsabilité limitée, which is owned by Apax US VII, L.P., a Cayman Islands exempted limited partnership (holding 7%) and Apax WW Nominees Ltd. (holding 93% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P., each constituted under English limited partnership law and domiciled in Guernsey). Apax US VII GP, L.P., a Cayman Islands exempted limited partnership, is the general partner of Apax US VII, L.P. Apax US VII GP, Ltd., a Cayman Islands exempted limited company, is the general partner of Apax US VII GP, L.P. Apax Europe VII GP L.P. Inc., a Guernsey incorporated limited partnership, is the general partner of each of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Europe VII GP Co. Limited, a Guernsey incorporated company, is the general partner of Apax Europe VII GP L.P. Inc. Apax Europe VII GP L.P. Inc. has appointed Apax Partners Europe Managers Limited, a company constituted under English company law, as discretionary investment manager of the investments of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. The principal office address of each of Purchaser and Parent is c/o Mitch Truwit, 601 Lexington Avenue, 53rd Floor, New York, New York 10022. The telephone number at the principal office is (212) 753-6300.

Each of Purchaser and Parent has minimal assets and liabilities other than the contractual rights and obligations related to the Merger Agreement and the financing commitments. See Section II. 11 (Source and Amount of Funds). The Apax VII Funds have committed an aggregate of $570.8 million in cash as capital to Parent solely in connection with completion of the Offer and the Merger and subject to the conditions of the Merger Agreement and the Second Commitment Letter.

The name, business address, citizenship, present principal occupation and employment history of each of the directors, executive officers and control persons of each of Parent and Purchaser and their respective affiliates are set forth in Schedule A to this Offer to Purchase (“Schedule A”). Except as set forth elsewhere in this Offer to Purchase, (i) neither of Parent and Purchaser nor, to the best of their knowledge, any of the entities or persons listed in Schedule A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (ii) neither of Parent and Purchaser nor, to the best of their knowledge, any of the entities or persons listed in Schedule A has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Except as set forth elsewhere in this Offer to Purchase (including Schedule A), (i) neither of Parent and Purchaser nor, to the knowledge of each of Parent and Purchaser, any of the entities or persons listed in Schedule A, beneficially owns or has a right to acquire any Bankrate shares or any other equity securities of

53

Bankrate, and (ii) neither of Parent and Purchaser nor, to the knowledge of each of Parent and Purchaser, any of the entities or persons referred to in clause (i) above, has effected any transaction in the Bankrate shares or any other equity securities of Bankrate during the past 60 days.

Except as set forth elsewhere in this Offer to Purchase (including Schedule A), (i) neither Parent and Purchaser nor, to the knowledge of each of Parent and Purchaser, any of the entities or persons listed on Schedule A, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Bankrate and (ii) during the two years prior to the date of this Offer to Purchase, there have been no transactions that would require reporting under the rules and regulations of the SEC between Parent and Purchaser or, to the knowledge of each of Parent and Purchaser, any of the entities or persons listed in Schedule A, on the one hand, and Bankrate or any of its executive officers, directors and/or affiliates, on the other hand.

11.   Source and Amount of Funds

The Offer is not subject to any financing contingencies. The Purchaser estimates that the total amount of funds necessary to consummate the proposed Offer and Merger and the related transactions is approximately $612.0 million, including $570.8 million to be paid to Bankrate’s shareholders (both amounts include the aggregate value to be contributed to Parent by the Support Executives pursuant to their commitments under the Support Agreements), with the remaining funds to be used to pay customary fees and expenses in connection with the proposed Offer and Merger and the related transactions.

Parent has received a commitment letter from the Apax VII Funds pursuant to which the Apax VII Funds have agreed to invest up to $570.8 million in cash into Parent to fund Purchaser’s payment of the Offer Price for Bankrate shares acquired pursuant to the Offer and the Merger. The Apax VII Funds’ obligation to fund this commitment is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s and Purchaser’s obligations to complete the Offer and the Merger. Bankrate is a direct party to and can enforce a separate equity commitment letter from the Apax VII Funds, pursuant to which the Apax VII Funds have agreed to invest up to $570.8 million in cash into Parent solely to enable Parent to satisfy claims arising out of a breach of Parent’s obligations under the Limited Guarantee. Under the Limited Guarantee, Parent guarantees, in an amount of up $570.8 million, (1) the Parent Termination Fee, (2) Parent’s obligations to pay damages to the Company under the Merger Agreement, and (3) Parent’s or Purchaser’s obligations to perform specifically the terms and provisions of the Merger Agreement, in each case solely to the extent such Parent Termination Fee, damages or specific performance are found in a final judicial determination (or a settlement tantamount thereto) to be due and payable or to be required pursuant to the Merger Agreement. Each commitment letter is enforceable against each of the Apax VII Funds that is a party thereto only in proportion to such party’s respective relative portion of the aggregate commitment. See Section I.12 (The Merger Agreement).

In addition, pursuant to the Support Agreements, in connection with the Merger, the Support Executives have committed to contribute to the capital of Parent Bankrate shares or cash in exchange for the same Parent securities, and in the same proportions of such securities, as will be held by the Apax VII Funds as follows: Mr. Evans has committed to invest $4,500,000, the other executive officers who have entered into a Support Agreement have committed to invest an aggregate of $635,000 and each of Messrs. Morse and O’Block has committed to invest between 30% and 50% of the after-tax value of his equity holdings in Bankrate. The amount to be contributed by each Support Executive was calculated based on each Support Executive’s current equity holdings in Bankrate, based on the Offer Price. Part of a Support Executive’s commitment may be satisfied by contributing Bankrate shares identified as rollover shares pursuant to the terms of the Support Agreement to Parent. The shares so contributed to Parent by or on behalf of the Support Executives will remain outstanding after the Merger, and will not be entitled to receive any merger consideration upon consummation of the Merger. The commitments of the Support Executives terminate upon the earlier to occur of (x) the closing of the Merger or (y) the termination of the Merger Agreement in accordance with its terms. See Section I. 2 (The Support Agreements).

The Purchaser believes that the financial condition of Parent and its affiliates is not material to a decision by a holder of Bankrate shares whether to tender such shares in the Offer because (i) cash is the only

54

consideration that will be paid to the holders of Bankrate shares in connection with the Offer and the Merger, (ii) Purchaser is offering to purchase all of the outstanding Bankrate shares in the Offer, (iii) the Offer is not subject to any financing contingencies and (iv) Parent has available to it sufficient cash and cash equivalents to provide Purchaser with the amount of cash consideration payable to holders of Bankrate shares in the Offer and the Merger.

12.   Conditions to the Offer

The following is a summary of all of the conditions to the Offer, and the Offer is expressly conditioned on the satisfaction of these conditions. The following summary does not purport to be a complete description of the conditions to the Offer contained in the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Schedule TO that has been filed with the SEC by Purchaser and Parent in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section II. 9 (Certain Information Concerning Bankrate) of this Offer to Purchase.

The Merger Agreement provides that Purchaser (i) is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, pay for any tendered Bankrate shares, and (ii) may delay the acceptance for payment of or, subject to the rules and regulations of the Securities and Exchange Commission, the payment for, any tendered Bankrate shares, if immediately prior to the scheduled expiration of the Offer (as it may be extended pursuant to the Merger Agreement) (A) any waiting period under the HSR Act shall not have expired or been terminated, (B) the Minimum Condition has not been satisfied, or (C) any of the following shall have occurred, or shall exist and be continuing:

•  any order, decree, injunction or ruling restraining or enjoining or otherwise materially delaying or preventing the acceptance for payment of, or the payment for, some or all of the Bankrate shares or otherwise prohibiting consummation of the Offer shall have been issued by any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority or any statute, rule or regulation shall have been enacted that prohibits or makes illegal the acceptance for payment of, or the payment for, some or all of the Bankrate shares;

•  certain of the representations and warranties of Bankrate set forth in the Merger Agreement that relate to its authority to enter into, and the enforceability of, the Merger Agreement, its capitalization, equity interests held by Bankrate or any of its subsidiaries in Bankrate’s significant subsidiaries, the maintenance of internal controls over financial reporting and the compliance of the SEC filings of Bankrate and its significant subsidiaries with the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and United States GAAP, without giving effect to materiality or “Company Material Adverse Effect” (as defined in the Merger Agreement) qualifications, shall not be true and correct in all material respects at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all material respects only as of such time) and (ii) all of the remaining representations and warranties of the Company set forth in the Merger Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications shall not be true and correct at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time) except, with respect to this clause (ii), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a “Company Material Adverse Effect”;

•  Bankrate shall have breached or failed to perform in any material respect any of its covenants or obligations to be performed or complied by it under the Merger Agreement prior to the Expiration Date;

55

•  Bankrate shall have failed to deliver to Parent a certificate signed by an executive officer of Bankrate dated as of the date on which the Offer expires certifying that the conditions specified in the two bullet points immediately above do not exist;

•  since the date of the Merger Agreement, with certain exceptions, any occurrence or occurrences have taken place which have had, individually or in the aggregate, a “Company Material Adverse Effect”;

•  prior to the purchase of Bankrate shares pursuant to the Offer, the Bankrate board of directors shall have withdrawn or modified (including by amendment of the Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act) in a manner adverse to Purchaser the Recommendation or shall have made an Adverse Recommendation Change; or

•  the Merger Agreement shall have been terminated in accordance with its terms.

The foregoing conditions are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Merger Agreement, may be waived by Parent or Purchaser, in whole or in part, at any time and from time to time until the Expiration Date of the Offer, in the sole discretion of Parent and Purchaser. The Minimum Condition may be waived by Purchaser, at its sole option, (i) if the number of Bankrate shares validly tendered and not withdrawn shall be at least equal to the difference between (x) a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the FBCA, less (y) the number of Bankrate shares subject to Support Agreements or (ii) with the prior written consent of Bankrate. Subject to the terms and conditions of the Merger Agreement, the failure by Parent or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time until the Expiration Date. The Offer is expressly subject to the satisfaction of each of the foregoing conditions.

If the Offer is terminated pursuant to the foregoing provisions, all tendered Bankrate shares will be promptly returned to the tendering shareholders.

13.   Dividends and Distributions

The Merger Agreement provides that prior to the date on which Purchaser purchases shares of Bankrate’s shares pursuant to the Offer, Bankrate shall not (i) split, combine or reclassify any securities of Bankrate or its subsidiaries or amend the terms of any capital stock of Bankrate or its subsidiaries, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any capital stock or any securities or obligations convertible or exchangeable for capital stock of Bankrate or its subsidiaries other than a dividend or distribution by a subsidiary in the ordinary course of business, or (iii) issue or sell any equity interests of Bankrate or its subsidiaries, or redeem, purchase or otherwise acquire any capital stock or securities convertible into or exchangeable for capital stock of Bankrate or its subsidiaries, other than as permitted under the Merger Agreement.

The Merger Agreement provides that if prior to the effective time of the Merger the number of Bankrate shares is changed into a different number of Bankrate shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of Bankrate shares or the like, other than pursuant to the Merger, the Offer Price (with respect to any such event effective prior to the Expiration Date) and the merger consideration shall be correspondingly adjusted.

14.  Certain Legal Matters; Regulatory Approvals

General

At least one lawsuit has been filed on behalf of a putative class of public shareholders of Bankrate against Bankrate, its directors, Purchaser and Parent. The action is pending in the Florida Circuit Court, Fifteenth Judicial Circuit, Palm Beach County, styled Pfeiffer v. Evans, et al. (2009-CA-025137-XXXX-MB). The complaint variously alleges, among other things, that Bankrate’s directors breached their fiduciary duties in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement by failing to ensure that shareholders would obtain fair and maximum consideration under the circumstances, and that Purchaser, Parent and Bankrate aided and abetted the directors’ breaches of duty. The complaint seeks,

56

among other things, certification of a class consisting of owners of Bankrate shares excluding defendants and their affiliates, an order preliminarily and permanently enjoining the proposed transaction, accounting by the defendants to Plaintiff for all damages allegedly caused by them and for all profits and any special benefits obtained as a result of their purported breaches of fiduciary duties, rescission of the transaction if it is consummated, and attorneys’ fees and expenses. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Exhibit (a)(5) of the Schedule TO, which is incorporated herein by reference. Additionally, Bankrate has been notified of two additional lawsuits, styled Bloch v. Bankrate, Inc., et al., (2009-CA-024312-XXXX-MB) and KBC Asset v. Bankrate, Inc., et al., (2009-CA-025313-XXXX-MB), but has not received a filed copy of either complaint as of this filing.

Except as described in this Section II. 14 (Certain Legal Matters; Regulatory Approvals), based on its examination of publicly available information filed by Bankrate with the SEC and other publicly available information concerning Bankrate, Purchaser is not aware of any governmental license or regulatory permit that appears to be material to Bankrate’s business that might be adversely affected by Purchaser’s acquisition of Bankrate shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Bankrate shares by Purchaser or Parent as contemplated herein. Should any such approval or other action be required, Purchaser currently contemplates that, except as described below under “State Takeover Laws,” such approval or other action will be sought. While Purchaser does not currently intend to delay acceptance for payment of Bankrate shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Bankrate’s business, any of which under certain conditions specified in the Merger Agreement, could cause Purchaser to elect to terminate the Offer without the purchase of Bankrate shares thereunder under certain conditions. See Section II. 12 (Conditions to the Offer).

Florida Anti-Takeover Statute

Bankrate is subject to Section 607.0902 of the FBCA. Section 607.0902 of the FBCA provides that shares of publicly-held Florida corporations that are acquired in a “control share acquisition” generally will have no voting rights unless such rights are conferred on those shares by the vote of the holders of a majority of all the outstanding shares other than interested shares. A control share acquisition is defined, with certain exceptions, as the acquisition of the ownership of voting shares which would cause the acquiror to have voting power within the following ranges or to move upward from one range into another: (i) one-fifth, but less than one-third; (ii) one-third, but less than a majority; or (iii) a majority or more of such votes.

Section 607.0902 of the FBCA does not apply to an acquisition of shares of a publicly-held Florida corporation (i) pursuant to a merger or share exchange effected in compliance with the FBCA if the publicly-held Florida corporation is a party to the merger or share exchange agreement, or (ii) if such acquisition has been approved by the corporation’s board of directors before the acquisition.

Because Section 607.0902 of the FBCA specifically exempts: (i) an acquisition of shares of a publicly-held Florida corporation which has been approved by the board of directors of the such corporation before the acquisition; and (ii) a merger effected in compliance with the FBCA if the publicly-held Florida corporation is a party to the merger agreement, the provisions of Section 607.0902 of the FBCA are not applicable to the Offer or to the Merger. Bankrate has advised Parent and Purchaser that at the July 22, 2009 meeting of the Bankrate board of directors, by unanimous vote of all directors, the Bankrate board of directors approved the acquisition of the Bankrate shares pursuant to the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger.

Section 607.0901 of the FBCA provides that, unless a specified exception is met, an interested shareholder (i.e., a person owning 10% or more of a corporation’s outstanding voting stock) may not engage in an “affiliated transaction” (including a merger or other significant corporate transactions) with a Florida corporation unless such transaction is approved by two-thirds of the voting Bankrate shares excluding the Bankrate shares beneficially owned by the interested shareholder.

57

This provision is not applicable under certain circumstances, including when:

•  a majority of the disinterested directors approve the transaction (which has occurred in the case of the Offer and the Merger),

•  the corporation has not had more than 300 shareholders of record at any time during the three years prior to the date on which the affiliated transaction was announced,

•  the interested shareholder has beneficially owned at least 80% of the outstanding voting Bankrate shares for at least five years prior to the date on which the affiliated transaction was announced,

•  the interested shareholder is the beneficial owner of at least 90% of the outstanding voting Bankrate shares exclusive of Bankrate shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors,

•  the corporation is an investment company registered under the Investment Company Act of 1940, or

•  in the affiliated transaction, “fair price” consideration (as set forth in Section 607.0901 of the FBCA) is paid to the holders of each class or series of voting Bankrate shares and certain other conditions are met.

Bankrate has advised Parent and Purchaser that Bankrate’s disinterested directors have unanimously assented to and voted in favor of the Board’s approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger. Purchaser is not aware of any state takeover laws or regulations which are applicable to the Offer or the Merger and has not attempted to comply with any state takeover laws or regulations. If any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other business combination between Purchaser or any of its affiliates and Bankrate, Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Bankrate shares, and Purchaser might be unable to accept for payment or pay for Bankrate shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. See Section II. 12 (Conditions to the Offer).

State Takeover Laws

A number of states have adopted takeover laws and regulations that purport to be applicable to attempts to acquire securities of corporations that are incorporated outside those states but that have substantial assets, shareholders, principal executive offices or principal places of business in those states. To the extent that these state takeover statutes (other than under the FBCA) purport to apply to the Offer or the Merger, we believe that those laws conflict with United States federal law and are an unconstitutional burden on interstate commerce. In 1982, the Supreme Court of the United States, in Edgar v. Mite Corp., invalidated on constitutional grounds the Illinois Business Takeovers Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. The reasoning in that decision is likely to apply to certain other state takeover statutes. In 1987, however, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law and, in particular, those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining shareholders, as long as those laws were applicable only under certain conditions. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma because they would subject those corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a federal district court in Florida held, in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

58

Except as set forth in this Offer to Purchase, Purchaser has not attempted to comply with any state takeover statutes in connection with the Offer or the Merger. Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer or the Merger, and nothing in this Offer to Purchase nor any action that we take in connection with the Offer is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that the statutes in question do not apply or are invalid as applied to the Offer or the Merger, as applicable, Purchaser and Parent may be required to file certain documents with, or receive approvals from, the relevant state authorities, and we might be unable to accept for payment or purchase Bankrate shares tendered in the Offer or be delayed in continuing or consummating the Offer. In that case, Purchaser may not be obligated to accept for purchase, or pay for, any Bankrate shares tendered. See Section II. 12 (Conditions to the Offer).

United States Antitrust Law

Under the HSR Act, and the rules that have been promulgated under the HSR Act by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be completed unless specified information has been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The Offer and the Merger are subject to the filing and waiting period requirements of the HSR Act.

Pursuant to the requirements of the HSR Act, Parent, on behalf of itself and Purchaser, shall file a Notification and Report Form with respect to the Offer and Merger with the Antitrust Division and the FTC on July 28, 2009. As a result, the waiting period applicable to the purchase of Bankrate shares pursuant to the Offer is scheduled to expire at 11:59 p.m., New York City time, on August 12, 2009. However, at the end of the waiting period, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from Purchaser. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, on the tenth day after substantial compliance by Purchaser with such request. Thereafter, such waiting period can be extended only by court order.

The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as Purchaser’s acquisition of Bankrate shares in the Offer and the Merger. At any time before Purchaser’s acquisition of Bankrate shares, the FTC or the Antitrust Division could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin Purchaser’s acquisition of Bankrate shares in the Offer, the Merger or otherwise, or seeking the divestiture of substantial assets of Parent, Bankrate or their respective subsidiaries. At any time after Purchaser’s acquisition of Bankrate shares in the Offer and the Merger, the FTC or the Antitrust Division could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking the divestiture of the Bankrate shares acquired by Purchaser in the Offer and the Merger or seeking the divestiture of substantial assets of Parent, Bankrate or their respective subsidiaries.

Private parties, as well as state governments, may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer or the Merger or other acquisition of Bankrate shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section II. 12 (Conditions to the Offer) of this Offer to Purchase for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

Other Applicable Foreign Antitrust Laws

Other than the filings with the Antitrust Division and the FTC, Parent does not believe that any additional material pre-merger antitrust filings are required with respect to the Offer or the Merger. To the extent that any additional antitrust filings are required pursuant to other applicable foreign antitrust laws, Parent, Purchaser and Bankrate, as appropriate, will make such filings.

15.   Fees and Expenses

Purchaser and Parent have retained the Information Agent and the Depositary for the Offer. Each of the Information Agent and the Depositary will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain

59

liabilities and expenses in connection with its services, including certain liabilities and expenses under United States federal securities laws.

The Information Agent may contact holders of Bankrate shares by mail, telephone, facsimile, email, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Bankrate shares.

Neither Purchaser nor Parent will pay any fees or commissions to any broker or dealer or other person (other than to the Depositary, to the Information Agent and in the event that the laws of one or more jurisdictions require the Offer to be made by a broker or dealer licensed in such jurisdiction, to such broker or dealer) in connection with the solicitation of tenders of Bankrate shares in connection with the Offer. Upon request, Purchaser will reimburse brokers, dealers, banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding material to their customers.

The following table presents the estimated fees and expenses to be incurred by Purchaser in connection with the Offer:

SEC Registration Fee	$	32,682
Legal and Accounting Fees and Expenses		5,241,000
Other Professional Fees and Expenses		4,000,000
Information Agent Fees and Printing and Mailing Expenses		200,000
Depositary		20,000
Miscellaneous Expenses		1,500,000
Total	$	11,183,682

16.   Miscellaneous

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Bankrate shares in any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. Neither Purchaser nor Parent is aware of any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. To the extent that Purchaser or Parent becomes aware of any state law that would limit the class of offerees in the Offer, Purchaser may amend, in its discretion, the Offer and, depending on the timing of such amendment, if any, may extend, in its discretion, the Offer to provide adequate dissemination of such information to holders of Bankrate shares prior to the expiration of the Offer. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser and Parent by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

No person has been authorized to give any information or to make any representation on behalf of Purchaser or Parent that is not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

The Purchaser and Parent have filed with the SEC a Schedule TO and a Schedule 13E-3, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments to such document. In addition, Bankrate has filed with the SEC a Schedule 14D-9, together with exhibits, containing its recommendation with respect to the Offer and the reasons for such recommendation and furnishing certain additional information with respect to the Offer.

BEN MERGER SUB, INC.

July 28, 2009

60

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF

PURCHASER, PARENT AND CONTROLLING ENTITIES

1.   Purchaser

Purchaser, a Florida corporation, was formed on July 17, 2009 solely for the purpose of completing the proposed Offer and Merger and has conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger and arranging financing therefor. Purchaser is a direct subsidiary of Parent and has not engaged in any business except as contemplated by the Merger Agreement. The principal office address of Purchaser is c/o Mitch Truwit, 601 Lexington Avenue, 53rd Floor, New York, New York 10022. The telephone number at the principal office is 212-753-6300.

Directors and Executive Officers of Purchaser

The name, position, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Purchaser are set forth below.

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
Christian Stahl Director Vice President and Secretary	Apax Partners 601 Lexington Avenue, 53rd Floor, New York, New York 10022 German citizen	Partner of Apax Partners, Director, Vice President and Assistant Secretary of Parent, Director of Cengage Learning (previously Thomson Learning), Director of Tommy Hilfiger, Director of Central European Media Enterprises (CME), and Director of Telcast Media Group. Christian Stahl joined Apax Partners in 1999 and transferred to New York in 2007 where he is currently working. Prior to joining in 1999, Christian Stahl worked at Bain & Company in their German and Boston offices.
Mitch Truwit Director Vice President and Assistant Secretary	Apax Partners 601 Lexington Avenue, 53rd Floor, New York, New York 10022 United States citizen	Partner of Apax Partners, Director, Vice President and Assistant Secretary of Parent, Chairman of Maple Tree Holdings, Director of Hub International I N.S. Co., Director of Hub International II N.S. Co., Director of Hub International Parent Holdings, Inc., Director of Maple Tree Acquisition Corporation, Director of Maple Tree Holdings GP, LLC, Director of Hub International Limited, and Chair of the Audit Committee and Compensation Committee of Hub International Limited. Mitch Truwit joined Apax Partners in 2006 as a partner in the New York Office. Prior to joining in 2006, Mitch Truwit was President and Chief Executive Officer at Orbitz Worldwide in Chicago. Prior to joining Orbitz Worldwide, Mitch Truwit was the Chief Operating Officer at Priceline.com, Inc.

S-1

2.   Parent

Parent, a Delaware corporation, was formed on July 17, 2009 solely for the purpose of completing the proposed Offer and Merger and has conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger and arranging financing therefor. Parent is a direct subsidiary of Ben Holding S.à.r.l. and has not engaged in any business except as contemplated by the Merger Agreement. The principal office address of Parent is c/o Mitch Truwit, 601 Lexington Avenue, 53rd Floor, New York, New York 10022. The telephone number at the principal office is 212-753-6300.

Directors and Executive Officers of Parent

The name, position, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Parent are set forth below.

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
Christian Stahl Director Vice President and Assistant Secretary	See respective information under “Directors and Officers of Purchaser” in Section 1 of this Schedule A.	See respective information under “Directors and Officers of Purchaser” in Section 1 of this Schedule A.
Mitch Truwit Director Vice President and Assistant Secretary	See respective information under “Directors and Officers of Purchaser” in Section 1 of this Schedule A.	See respective information under “Directors and Officers of Purchaser” in Section 1 of this Schedule A.

3.   Ben Holding S.à.r.l.

Ben Holding S.à.r.l. is a Luxembourg société à responsabilité limitée, which is owned by Apax US VII, L.P., a Cayman Islands exempted limited partnership (holding 7%) and Apax WW Nominees Ltd. (holding 93% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P., each constituted under English limited partnership law and domiciled in Guernsey). The principal office address of Ben Holding S.à.r.l. is 41 Boulevard Prince Henri, L-1724 Luxembourg. The telephone number at the principal office is +352 26868726.

Directors and Executive Officers of Ben Holding S.à.r.l.

The name, position, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Ben Holding S.à.r.l. are set forth below.

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
Andrew Guille Class B Director	Third Floor Royal Bank Place 1 Glategny Esplanade St Peter Port, Guernsey GY1 2HJ Guernsey citizen	Director of Apax Europe VII GP Co. Limited Director of Apax Guernsey (Holdco) Limited Prior to joining Apax Partners Guernsey Ltd., Andrew Guille has held a position at International Private Equity Services Ltd. from before 2004 until 31 January 2007.

S-2

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
Geoffrey Henry Class A Director	41 Boulevard Prince Henri L-1724 Luxembourg Belgian citizen	Director of Facts Services S.à.r.l. in Luxembourg Prior to joining Fact Services S.à.r.l. as a Chartered Accountant, Geoffrey Henry has been a Senior Manager in the Corporate Finance Department of Deloitte & Touche until December 31, 2004.
Stef Oostvogels Class A Director	Route d’Arlon 291 - BP 603 L-2016 Luxembourg	Partner of Oostvogels Pfister Feyten, a Luxembourg based law firm Stef Oostvogels has been a partner with Oostvogels Pfister Feyten for the past five years.
	Belgian citizen
Isabelle Probstel Class B Director	Possartstr. 11 81679 Munich French citizen	Head of Finance at Apax Partners Beteiligungsberatung GmbH Isabelle Probstel has held a position at Apax Partners Beteiligungsberatung GmbH for the past five years.

S-3

4.   Apax Europe VII GP Co. Limited

Apax Europe VII GP Co. Limited is a Guernsey incorporated company, which is a direct subsidiary of Apax Guernsey (Holdco) Limited. Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc. Apax Europe VII GP L.P. Inc., a Guernsey incorporated limited partnership, is the general partner of each of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. The registered office address of Apax Europe VII GP Co. Limited is Third Floor Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, Guernsey GY1 2HJ. The telephone number at the principal office is +44 1481 810 000.

Directors and Executive Officers of Apax Europe VII GP Co. Limited

The name, position, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Apax Europe VII GP Co. Limited are set forth below.

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
Andrew Guille Director	See respective information under “Directors and Officers of Ben Holding S.à.r.l.” in item (iii) of this Schedule A.	See respective information under “Directors and Officers of Ben Holding S.à.r.l.” in item (iii) of this Schedule A.
Denise Fallaize Director	Third Floor Royal Bank Place 1 Glategny Esplanade St Peter Port, Guernsey GY1 2HJ Guernsey citizen	Director of Apax Europe VII GP Co. Limited Director of Apax Guernsey (Holdco) Limited Prior to joining Apax Partners Guernsey Ltd. Denise Fallaize has held a position at International Private Equity Services Ltd. from before 2004 until 31 January 2007.
Jeremy Arnold Director	Third Floor Royal Bank Place 1 Glategny Esplanade St Peter Port, Guernsey GY1 2HJ Jersey citizen	Director of Apax Europe VII GP Co. Limited Director of Apax Guernsey (Holdco) Limited Jeremy Arnold has been retired from accountancy practice for over ten years. He now serves as a professional non-executive director in various entities.
David Staples Director	Third Floor Royal Bank Place 1 Glategny Esplanade St Peter Port, Guernsey GY1 2HJ Guernsey citizen	Director of Apax Europe VII GP Co. Limited David Staples has been retired from accountancy with PricewaterhouseCoopers since April 2003. He now serves as a professional non-executive director in various entities.
Catherine Brown Director	33 Jermyn Street London SW1Y 6DN British citizen	Director of Apax Europe VII GP Co. Limited Director of Apax Guernsey (Holdco) Limited Catherine Brown has also held a position at Apax Partners UK Ltd. from before 2004 until present.
Stephen Tilton Director	33 Jermyn Street London SW1Y 6DN British citizen	Director of Apax Europe VII GP Co. Limited Director of Apax Guernsey (Holdco) Limited Stephen Tilton has also held a position at Apax Partners UK Ltd. from before 2004 until present.

S-4

5.   Apax Guernsey (Holdco) Limited

Apax Guernsey (Holdco) Limited is a Guernsey incorporated company, which is a direct subsidiary of The Hirzel III Trust, a Guernsey charitable trust with RBC Trustees (Guernsey) Limited as trustees. Apax Guernsey (Holdco) Limited is the general partner of Apax Europe VII GP Co. Limited. The principal office address of Apax Guernsey (Holdco) Limited is Third Floor Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ. The telephone number at the principal office is +44 1481 810 000.

Directors and Executive Officers of Apax Guernsey (Holdco) Limited

The name, position, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Apax Guernsey (Holdco) Limited are set forth below.

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
Andrew Guille Director	See respective information under “Directors and Officers of Ben Holding S.à.r.l.” in Section 3 of this Schedule A.	See respective information under “Directors and Officers of Ben Holding S.à.r.l.” in Section 3 of this Schedule A.
Denise Fallaize Director	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.
Jeremy Arnold Director	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.
Catherine Brown Director	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.
Stephen Tilton Director	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.	See respective information under “Directors and Officers of Apax Europe VII GP Co. Limited” in Section 4 of this Schedule A.

S-5

6.   Apax US VII GP, Ltd.

Apax US VII GP, Ltd., a Cayman Islands exempted limited company, is the general partner of Apax US VII GP, L.P. Apax US VII GP, L.P., a Cayman Islands exempted limited partnership, is the general partner of Apax US VII, L.P. The registered office address of Apax US VII GP, Ltd. is P.O. Box 908GT, George Town, Grand Cayman, KY1-9002, Cayman Islands. The telephone number at the registered office is +1 345 949 0100.

Directors and Executive Officers of Apax US VII GP, Ltd.

The name, position, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Apax US VII GP, Ltd. are set forth below.

	Business Address
Name and Position	and Citizenship	Present Principal Occupation or Employment and Employment History
John F Megrue Director Chief Executive Officer	Apax Partners, 601 Lexington Avenue, 53rd Floor, New York, New York 10022 United States citizen	Chief Executive Officer of Apax Partners, Executive Committee Member of Apax Partners, and Director of Apax US VII GP, Ltd. John F Megrue originally joined Apax Partners in 1988 and rejoined in 2005 from Saunders, Karp and Megrue. He is now Chief Executive Officer of Apax Partners in New York.
Nico Hansen Vice President	Apax Partners, 601 Lexington Avenue, 53rd Floor, New York, New York 10022 German citizen	Partner of Apax Partners, Director of The Trizetto Group, Inc. Director of Xerium Technologies, Inc., Vice President of 0783587 B.C. Ltd., and Vice President of Maple Tree Acquisition Corporation Nico Hansen joined Apax Partners in 2000 and transferred to New York in 2007 where he is currently working. Prior to joining in 2000, Nico Hansen worked at McKinsey, where he specialized in telecoms.
Christian Stahl Vice President	See respective information under “Directors and Officers of Purchaser” in item (i) of this Schedule A.	See respective information under “Directors and Officers of Purchaser” in item (i) of this Schedule A.
Robert Marsden Chief Financial Officer	Apax Partners, 601 Lexington Avenue, 53rd Floor, New York, New York 10022 United States citizen	Chief Financial Officer of Apax US VII GP, Ltd. Robert Marsden joined Apax Partners in January 2001. Prior to joining Apax Partners, Robert Marsden was a Senior Audit Manager at PricewaterhouseCoopers.

S-6

Manually signed photocopies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for Bankrate shares and any other required documents should be sent or delivered by each shareholder of Bankrate or such shareholder’s broker, dealer, bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

By Registered or Certified Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporation Actions
P.O. Box 43011
Providence, RI 02940-3011 By Overnight Courier:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions Suite V
250 Royall Street
Canton, MA 02021

Fax Number for Eligible Institutions:
(617) 360-6810
Confirmation of Fax:
(781) 575-2332

Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at the address and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may be obtained from the Information Agent. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders May Call Toll-Free: (888) 750-5834
Banks and Brokers May Call Collect: (212) 750-5833

EX-99.A.1.B

EXHIBIT (a)(1)(B)

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
Bankrate, Inc., a Florida corporation

at

$28.50 NET PER SHARE

Pursuant to the Offer to Purchase dated July 28, 2009

by

BEN Merger Sub, Inc., a Florida corporation

a wholly owned subsidiary of

BEN Holdings, Inc., a Delaware corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 24, 2009, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Computershare Trust Company, N.A.

If delivering by registered or certified mail:

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011 If delivering by overnight courier:

Computershare Trust Company, N.A
c/o Voluntary Corporate Actions
Suite V
250 Royall Street
Canton, MA 02021

DESCRIPTION OF COMPANY SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please Fill in, if Blank, Exactly as Name(s) Appear(s) on	Company Shares Tendered
Share Certificate(s))	(Attach Additional Signed List, if Necessary)
		Total Number of Company Shares	Total Number of
	Share Certificate	Represented by	Company Shares
	Number(s)(1)	Share Certificate(s)(1)	Tendered(2)
	Total Company Shares
(1) Need not be completed by shareholders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Company Shares described above are being tendered. See Instruction 4.

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guarantee if required, and complete the substitute W-9 set forth below, if required. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

The Offer (as defined below) is not being made to (nor will tender of Company Shares (as defined below) be accepted from or on behalf of) shareholders in any jurisdiction where it would be illegal to do so.

This Letter of Transmittal is to be used by shareholders of Bankrate, Inc., if certificates for Company Shares (“Share Certificates”) are to be forwarded herewith or if delivery of Company Shares is to be made by book-entry transfer to an account maintained by the Depositary at DTC (pursuant to the procedures set forth in Section II. 3 of the Offer to Purchase).

Shareholders whose Share Certificates are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in the Section of the offer to Purchase entitled the Summary Term Sheet. 1 of the Offer to Purchase), must tender their Company Shares according to the guaranteed delivery procedure set forth in Section II. 3 of the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to DTC does not constitute delivery to the Depositary.

Additional Information if Company Shares Have Been Lost, Are Being Delivered By Book-Entry
Transfer, or Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery

If any Share Certificate(s) you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact Computershare Trust Company, N.A., as Transfer Agent (the “Transfer Agent”), at 1 (800) 546-5141, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificate(s) may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

o   Check here if tendered Company Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with DTC and complete the following (only financial institutions that are participants in the system of DTC may deliver Company Shares by book-entry transfer):

Name of Tendering Institution - ­ ­

DTC Account Number ­ ­ Transaction ­ ­ Code Number - ­ ­

o   Check here if tendered Company Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:

Name(s) of Tendering Shareholder(s) - ­ ­

Date of Execution of Notice of Guaranteed Delivery - ­ ­

Name of Eligible Institution that Guaranteed Delivery - ­ ­

If Delivery is by Book-Entry Transfer, Provide the Following:- ­ ­

Account Number - ­ ­  Transaction Code Number - ­ ­

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to BEN Merger Sub, Inc., a Florida corporation (the “Purchaser”) and a wholly owned subsidiary of BEN Holdings, Inc., a Delaware corporation (“Parent”), the above described shares of common stock, par value $0.01 per share (“Company Shares”) of Bankrate, Inc., a Florida corporation (the “Seller”), pursuant to the Purchaser’s offer to purchase (the “Offer”) all outstanding Company Shares, at a purchase price of $28.50 per share, net to the tendering shareholder in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 28, 2009 (the “Offer to Purchase”), and in this Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of Company Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all Company Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Company Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Company Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates for such Company Shares (and any and all Distributions) or transfer ownership of such Company Shares (and any and all Distributions) on the account books maintained by the DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Company Shares (and any and all Distributions) for transfer on the books of the Seller and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Company Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Christian Stahl and Mitch Truwit, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Seller’s shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all Company Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Company Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Company Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Company Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for Company Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Company Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Company Shares (and any and all Distributions), including voting at any meeting of the Seller’s shareholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all Company Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Company Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all Company Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of any and all Company Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may deduct from the

3

purchase price of Company Shares tendered hereby the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any Share Certificate shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon the proper delivery of such Share Certificate to the Depositary.

The undersigned understands that the valid tender of Company Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions of any such extension or amendment).

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of Company Shares purchased and, if appropriate, return any Share Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Company Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all Company Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Company Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Company Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such Share Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Company Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Company Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of such Company Shares so tendered.

4

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Company Shares accepted for payment and/or Share Certificates not tendered or not accepted are to be issued in the name of someone other than the undersigned.

Issue check and/or Share Certificates to:

Name 

(Please Print)

Address 

(Include Zip Code)

(Taxpayer Identification or

Social Security No.)

(Also Complete Substitute W-9 Below)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Company Shares accepted for payment and/or Share Certificates not tendered or not accepted are to be mailed to someone other than the under signed or to the undersigned at an address other than that shown above.

Mail check and/or Share Certificates to:

Name 

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or

Social Security No.)

(Also Complete Substitute W-9 Below)

5

IMPORTANT

SHAREHOLDER: SIGN HERE
(Please complete and return the attached Substitute Form W-9 below)

Signature(s) of Holder(s) of Company Shares

Dated: ­ ­, 2009

Name(s)  ­ ­

(Please Print)

Capacity (full title)
(See Instruction 5) 

(Include Zip Code)

Address 

Area Code and
Telephone No. 

Tax Identification or Social Security No. (See Substitute Form W-9 Enclosed herewith) ­ ­

Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

Guarantee of Signature(s)

(If Required — See Instructions 1 and 5)

Authorized Signature 

Name 

Name of Firm 

Address 

(Include Zip Code)

Area Code and Telephone No. 

Dated: ­ ­, 2009

6

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in DTC’s systems whose name(s) appear(s) on a security position listing as the owner(s) of Company Shares) of Company Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Company Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender.  This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section II. 3 of the Offer to Purchase. Share Certificates evidencing tendered Company Shares, or timely confirmation of a book-entry transfer of Company Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the DTC, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. Shareholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Company Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section II. 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Company Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through DTC, is at the option and the risk of the tendering shareholder and the delivery will be deemed made (and the risk of loss and title to Share Certificates will pass) only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Company Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering shareholder waives any right to receive any notice of the acceptance for payment of Company Shares.

3. Inadequate Space.  If the space provided herein is inadequate, Share Certificate numbers and/or the number of Company Shares should be listed on a signed separate schedule attached hereto.

4. Partial Tenders.  If fewer than all Company Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Company Shares which are to be tendered in the box entitled “Total Number of Company Shares Tendered.” In such case, a new certificate for the remainder of Company Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Company Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

7

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of Company Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of such Share Certificates for such Company Shares without alteration, enlargement or any change whatsoever.

(b) Holders.  If any Company Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Share Certificates.  If any Company Shares tendered hereby are registered in different names on different Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates.

(d) Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of Company Shares tendered hereby, no endorsements of Share Certificates for such Company Shares or separate stock powers are required unless payment of the purchase price is to be made, or Company Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of Company Shares tendered hereby, such Share Certificates for such Company Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificates for such Company Shares. Signature(s) on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Company Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Company Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes or other taxes required by reason of the payment to a person other than the registered holder of such Share Certificate (in each case whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Company Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to Share Certificate(s) evidencing the Company Shares tendered hereby.

7. Special Payment and Delivery Instructions.  If a check is to be issued in the name of, and, if appropriate, Share Certificates for Company Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Substitute Form W-9.  To avoid backup withholding, a tendering shareholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such shareholder is not subject to backup withholding of federal income tax, and that such shareholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering shareholder has been notified by the Internal Revenue Service (“IRS”) that such shareholder is subject to backup withholding, such shareholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such shareholder has since been notified by the IRS that such shareholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering shareholder to federal income tax withholding on the payment of the purchase price of all Company Shares purchased from such shareholder. If the tendering shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such

8

shareholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such shareholder until a TIN is provided to the Depositary.

Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign shareholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

9. Irregularities.  All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Company Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Company Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Condition (as defined in the Offer to Purchase)) which may only be waived with the consent of the Seller and any defect or irregularity in the tender of any particular Company Shares, and the Purchaser’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Company Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies.  Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent at its respective address and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Certificates.  If any Share Certificate representing Company Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Transfer Agent at 1 (800) 546-5141. The shareholder will then be instructed as to the steps that must be taken in order to replace such Share Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Share Certificates have been followed.

This Letter of Transmittal, properly completed and duly executed, together with Share Certificates representing Company Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, on the Expiration Date, or the tendering shareholder must comply with the procedures for guaranteed delivery.

IMPORTANT TAX INFORMATION

Under federal income tax law, a shareholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Company Shares must, unless an exemption applies, provide the Depositary (as payer) with the shareholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the shareholder is an individual, the shareholder’s TIN is such shareholder’s Social Security number. If the correct TIN is not provided, the shareholder may be subject to a $50.00 penalty imposed by the IRS and payments of cash to the shareholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain shareholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign shareholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt shareholders, other than foreign shareholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

9

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a shareholder with respect to Company Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of the shareholder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that (1) the TIN provided on the Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), (2) the shareholder is not subject to backup withholding because (i) the shareholder is exempt from backup withholding, (ii) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding and (3) the shareholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering shareholder is required to give the Depositary the TIN, generally the Social Security number or employer identification number, of the record holder of all Company Shares tendered hereby. If such Company Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such shareholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price, which will be refunded if a TIN is provided to the Depositary within sixty (60) days of the Depositary’s receipt of the Certificate of Awaiting Taxpayer Identification Number. If the Depositary is provided with an incorrect TIN in connection with such payments, the shareholder may be subject to a $50.00 penalty imposed by the IRS.

10

PAYER’S NAME: Computershare Trust Company, N.A.
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number OR Employer Identification Number
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	CHECK APPROPRIATE BOX: o  Individual/Sole Proprietor o  Corporation o  Partnership o  Other
Please fill in your name and address below.	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);	Part 3 — Awaiting TIN o Part 4 — Exempt o
Name Address (Number and Street) City, State and Zip Code	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and resident alien).
	(3) I am a U.S. Person (including a U.S. resident alien).
	Certification Instructions — You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2). If you are exempt from backup withholding, check the box in Part 4 above.
	Signature ­ ­	Date ­ ­, 200 ­ ­

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of allreportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.
Signature	Date

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor — trustee(1) The actual owner(1)
	b. So-called trust account that is not a legal or valid trust under state law

For this type of account:		Give name and EIN of:
5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	A valid trust, estate, or pension trust	Legal entity(4)
7.	Corporation or LLC electing corporate status on Form 8832	The corporation
8.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
9.	Partnership or multi-member LLC that has not elected corporate status	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:   If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the IRS and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following:

•  An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7).

•  The United States or any agency or instrumentality thereof.

•  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•  An international organization, or any agency, or instrumentality thereof.

Payees that may be exempt from backup withholding include the following:

•  A corporation.

•  A financial institution.

•  A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

•  A real estate investment trust.

•  A common trust fund operated by a bank under section 584(a).

•  An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

•  An entity registered at all times under the Investment Company Act of 1940.

•  A foreign central bank of issue.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

13

•  Payments described in section 6049(b)(5) to non-resident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to an individual.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50.00 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.00.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Unless otherwise indicated, all references to “section” are to the Internal Revenue Code of 1986, as amended.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

14

The Depositary for the Offer is:
Computershare Trust Company, N.A.

If delivering by registered or certified mail:	If delivering by overnight courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	Computershare Trust Company, N.A c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent at the telephone numbers and address set forth below. Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the address and telephone numbers set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders May Call Toll-Free: (888) 750-5834

Banks and Brokers May Call Collect: (212) 750-5833

EX-99.A.1.C

EXHIBIT (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
of
BANKRATE, INC.
at
$28.50 NET PER SHARE
Pursuant to the Offer to Purchase
by
BEN MERGER SUB, INC.
a wholly-owned subsidiary of
BEN HOLDINGS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 24, 2009, UNLESS THE TENDER OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, par value $0.01 per share (the “Shares”), of Bankrate, Inc., a Florida corporation, are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare, Inc. (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by telegram, facsimile transmission or mail to the Depositary. See Section II. 3 of the Offer to Purchase.

The Depositary for the Tender Offer is:

Computershare Trust Company, N.A.

By Registered or Certified Mail:	By Facsimile Transmission:	By Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	For Eligible Institutions Only: (617)360-6810 For Confirmation Only Telephone: (781) 575-2332	Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES.  IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to BEN Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of BEN Holdings, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated July 28, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.01 per share (the “Shares”), of Bankrate, Inc., a Florida corporation, specified below, pursuant to the guaranteed delivery procedure set forth in Section II. 3 of the Offer to Purchase.

Number of Shares and Certificate No(s) (if available)

o   Check here if Shares will be tendered by book entry transfer.

DTC Account Number: 

Dated: ­ ­, 200 ­ ­

Name(s) of Record Holder(s):

(Please Type or Print)

Address(es): 

(Zip Code)

Area Code and Tel. No 

(Daytime Telephone Number)

Signature(s): 

2

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section II. 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (pursuant to the procedures set forth in Section II. 3 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section II. 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three Nasdaq Global Select Market trading days after the date hereof.

Name of Firm: ­ ­		­ ­
		(Authorized Signature)
Address: ­ ­	Name:	­ ­
		(Please Type or Print)
­ ­	Title:	­ ­
(Zip Code)
Area Code and Tel. No.: ­ ­	Date:	­ ­

NOTE:  DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.A.1.D

EXHIBIT (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

BANKRATE, INC.

at

$28.50 NET PER SHARE

Pursuant to the Offer to Purchase dated July 28, 2009

by

BEN MERGER SUB, INC.

a wholly-owned subsidiary of

BEN HOLDINGS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 24, 2009, UNLESS THE OFFER IS EXTENDED.

July 28, 2009

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by BEN Merger Sub, Inc., a Florida corporation (the “Purchaser”) and a wholly-owned subsidiary of BEN Holdings, Inc., a Delaware corporation, to act as Information Agent in connection with the Purchaser’s offer to purchase (the “Offer”) all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Bankrate, Inc., a Florida corporation (“Bankrate”), at a purchase price of $28.50 per Share, net to the seller in cash without interest, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 28, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal enclosed herewith.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” providing information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) by the expiration date of the Offer or if the procedure for book-entry transfer cannot be completed by the expiration date of the Offer;

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. The Agreement and Plan of Merger, dated as of July 22, 2009, by and among Purchaser, BEN Holdings, Inc. and Bankrate; and

6. A return envelope addressed to the Depositary for your use only.

Certain conditions to the Offer are described in Section II. 12 of the Offer to Purchase.

We urge you to contact your clients as promptly as possible. Please note that the Offer will expire at 12:00 midnight, New York City time, on August 24, 2009, unless the Offer is extended. Except as otherwise described in Section II. 4 of the Offer to Purchase previously tendered Shares may be withdrawn at any time until the Offer has expired and, if the Purchaser has not accepted such Shares for payment by September 26, 2009, such Shares may be withdrawn at any time after that date until the Purchaser accepts Shares for payment.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in Section II. 2 of the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal.

The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the address and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,
Innisfree M&A Incorporated

Nothing contained herein or in the enclosed documents shall render you the agent of the Purchaser, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

2

EX-99.A.1.E

EXHIBIT (a)(1)(E)

Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
BANKRATE, INC.
at
$28.50 NET PER SHARE
Pursuant to the Offer to Purchase dated July 28, 2009
by
BEN MERGER SUB, INC.
a wholly-owned subsidiary of
BEN HOLDINGS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 24, 2009, UNLESS THE OFFER IS EXTENDED.

July 28, 2009

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated July 28, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by BEN Merger Sub, Inc., a Florida corporation (the “Purchaser”) and a wholly-owned subsidiary of BEN Holdings, Inc., a Delaware corporation, to purchase alloutstanding shares of common stock, par value $0.01 per share (the “Shares”), of Bankrate, Inc., a Florida corporation, at a purchase price of $28.50 per Share, net to the seller in cash without interest, less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $28.50 per Share, net to you in cash without interest, less any required withholding taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer will expire at 12:00 midnight, New York City time, on August 24, 2009 unless the Offer is extended by the Purchaser. Except as otherwise described in Section II. 4 of the Offer to Purchase, previously tendered Shares may be withdrawn at any time until the Offer has expired and, if the Purchaser has not accepted such Shares for payment by September 26, 2009, such Shares may be withdrawn at any time after that date until the Purchaser accepts Shares for payment.

4. The Offer is subject to certain conditions described in Section II. 12 of the Offer to Purchase.

5. Tendering shareholders who are registered shareholders or who tender their Shares directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay any brokerage commissions or fees, solicitation

fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Shares pursuant to the Offer.

6. See Section II. 5 of the Offer to Purchase, which sets forth important information with respect to U.S. federal income tax consequences.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

2

INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
BANKRATE, INC.
at
$28.50 NET PER SHARE
Pursuant to the Offer to Purchase
dated July 28, 2009
by
BEN MERGER SUB, INC.
a wholly-owned subsidiary of
BEN HOLDINGS, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated July 28, 2009, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by BEN Merger Sub, Inc., a Florida corporation (the “Purchaser”) and a wholly-owned subsidiary of BEN Holdings, Inc., a Delaware corporation, to purchase alloutstanding shares of common stock, par value $0.01 per share (the “Shares”), of Bankrate, Inc., a Florida corporation, at a purchase price of $28.50 per Share, net to the seller in cash without interest, less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY: ­ ­ SHARES*

The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Dated: ­ ­, 200 ­ ­

(Signature(s))

(Please Print Name(s))

Address

Include Zip Code

Area Code and
Telephone No.

Taxpayer Identification
or Social Security No.

EX-99.A.1.F

EXHIBIT (a)(1)(F)

Apax Partners Launches $28.50 Per Share Cash Tender Offer
For All Outstanding Shares of Bankrate, Inc.

New York, July 28, 2009—BEN Merger Sub, Inc. and BEN Holdings, Inc., corporations formed for the purpose of acquiring Bankrate, Inc. (Nasdaq: RATE), today announced that in accordance with the previously announced Agreement and Plan of Merger, dated as of July 22, 2009, entered into by BEN Holdings, BEN Merger Sub and Bankrate, they have commenced a tender offer to acquire all of the outstanding shares of Bankrate’s common stock for $28.50 per share in cash. BEN Merger Sub and BEN Holdings are wholly-owned subsidiaries of funds advised by Apax Partners, a global private equity firm with over $35 billion in funds under advice and significant expertise in financial services and media. The aggregate value of the proposed transaction is approximately $570.8 million excluding transaction fees and expenses.

Upon the successful closing of the tender offer, shareholders of Bankrate will receive $28.50 in cash for each share of Bankrate common stock tendered in the offer, without interest and less any applicable withholding taxes. Following completion of the tender offer, under the terms of the merger agreement BEN Merger Sub will complete a second-step merger in which any remaining common shares of Bankrate will be converted into the right to receive the same per share price paid in the offer.

The tender offer is conditioned upon, among other things, there being validly tendered in accordance with the terms and conditions of the tender offer and not withdrawn prior to the expiration of the offer at least a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement pursuant to the organizational documents of Bankrate and the Florida Business Corporation Act. This condition may be waived by BEN Merger Sub, at its sole option, if the number of Bankrate shares validly tendered and not withdrawn is at least equal to the difference between (x) a majority of the outstanding Bankrate shares, less (y) the number of Bankrate shares subject to support agreements entered into by certain directors and officers of Bankrate.

Today, BEN Merger Sub and BEN Holdings are filing with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO that provides the terms of the tender offer. Bankrate is also filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Bankrate’s board of directors that Bankrate shareholders accept the tender offer and tender their shares to BEN Merger Sub. As previously disclosed, the board of directors of Bankrate has unanimously approved the transaction.

The tender offer will expire at midnight New York City time on August 24, 2009, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the SEC. The offer to purchase and related documents in connection with the tender offer contain other important terms and conditions with respect to the tender offer and should be carefully reviewed by shareholders.

About Apax Partners

Apax Partners is one of the world’s leading private equity investment groups. It operates across the United States, Europe and Asia and has more than 30 years of investing experience. Funds under the advice and management of Apax Partners globally total over $35

billion. These Funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services. Significant recent investments by the Apax Partners Media and Financial & Business Services teams include: Trader Media, EMap, Cengage Learning, Travelex, Hub International, Global Refund and Azimut. For more information visit: www.Apax.com.

About Bankrate, Inc.

The Bankrate network of companies includes Bankrate.com, Interest.com, Mortgage-calc.com, Nationwide Card Services, Savingforcollege.com, Fee Disclosure, InsureMe, CreditCardGuide.com and Bankaholic.com. Each of these businesses helps consumers make informed decisions about their personal finance matters. The company’s flagship brand, Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes, debt management and college finance. Bankrate.com is the leading aggregator of rates and other information on more than 300 financial products, including mortgages, credit cards, new and used auto loans, money market accounts and CDs, checking and ATM fees, home equity loans and online banking fees. Bankrate.com reviews more than 4,800 financial institutions in 575 markets in 50 states. In 2008, Bankrate.com had nearly 72 million unique visitors. Bankrate.com provides financial applications and information to a network of more than 75 partners, including Yahoo! (Nasdaq: YHOO), America Online (NYSE: TWX), The Wall Street Journal and The New York Times (NYSE: NYT). Bankrate.com’s information is also distributed through more than 500 newspapers.

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Bankrate. BEN Merger Sub and BEN Holdings have filed a tender offer statement with the SEC, and will mail an offer to purchase, forms of letter of transmittal and related documents to Bankrate shareholders. Bankrate has filed with the SEC, and will mail to Bankrate shareholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer and shareholders of Bankrate are urged to read them carefully when they become available.

These documents will be available at no charge at the SEC’s website at www.sec.gov. The tender offer statement and the related materials may be obtained for free by directing a request by mail to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 or by calling toll-free (888) 750 5834. You may also read and copy the solicitation/recommendation statement and any reports, statements and other information filed by Ben Merger Sub or Bankrate with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

Forward-Looking Statements

This announcement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. The forward-looking statements herein include, among others, statements about BEN Holdings’ and BEN Merger

Sub’s beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted following announcement of the merger agreement; (3) the inability to complete the offer or complete the merger due to the failure to satisfy other conditions required to complete the offer and the merger; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the offer and the merger; (5) the ability to recognize the benefits of the merger; and (6) the amount of the costs, fees, expenses and charges related to the offer and the merger. Many of the factors that will determine the outcome of the subject matter of this press release cannot be controlled or predicted.

EX-99.A.1.G

Exhibit (a)(1)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated July 28, 2009, and the related Letter of Transmittal and any amendments or supplements thereto. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. The Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of Shares in such jurisdiction. In those jurisdictions where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Common Shares

of

at

$28.50 Net Per Share

by

BEN MERGER SUB, INC.

a wholly-owned subsidiary of

BEN HOLDINGS, INC.

wholly-owned by funds advised by

APAX PARTNERS, L.P. AND APAX PARTNERS LLP

     BEN Merger Sub, Inc., a Florida corporation (“Purchaser”) and a wholly-owned subsidiary of BEN Holdings, Inc., a Delaware corporation (“Parent”), which is wholly-owned by funds advised by Apax Partners, L.P. and Apax Partners LLP, is offering to purchase for cash all outstanding common shares, par value $0.01 per share (“Shares”), of Bankrate, Inc., a Florida corporation (“Bankrate”), at a price of $28.50 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 28, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the “Offer”). Tendering shareholders who have Shares registered in their names and who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. Shareholders who hold their Shares through a broker or bank should consult with such institution as to whether it charges any service fees or commissions.

     THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, AUGUST 24, 2009, UNLESS THE OFFER IS EXTENDED.

     The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 22, 2009, among Bankrate, Parent and Purchaser (the “Merger Agreement”), pursuant to which, after completion of the Offer and the satisfaction or waiver of certain limited conditions, Purchaser will be merged with and into Bankrate, with Bankrate as the surviving corporation (the “Merger”) and each issued and outstanding Share (other than Shares owned by Parent, Purchaser, Bankrate or any direct or indirect wholly-owned subsidiary of Parent, Purchaser or Bankrate, or by any shareholder of Bankrate who is entitled to and properly exercises appraisal rights under Florida law or any Shares identified as rollover shares pursuant to Non-Tender and Support Agreements between Parent, Purchaser and certain shareholders of Bankrate (the “Support Agreements”)) will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the per Share price paid pursuant to the Offer, without interest and less any applicable withholding taxes, payable upon the surrender of the certificate formerly representing such Share. As a result of the Merger, Bankrate will cease to be a publicly traded company and will become wholly-owned by Parent. The Merger Agreement is more fully described in the Offer to Purchase.

     The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms and conditions of the Offer and not withdrawn prior to the expiration of the Offer at least a majority of the outstanding Shares, which is the minimum number of Shares required to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement pursuant to the organizational documents of Bankrate and the Florida Business Corporation Act (the “FBCA”). The foregoing condition is referred to as the “Minimum Condition.” The Minimum Condition may be waived by Purchaser, at its sole option, if the number of Shares validly tendered and not withdrawn shall be at least equal to the difference between (x) a majority of the outstanding Shares, less (y) the number of Shares subject to Support Agreements, or (ii) with the prior written consent of Bankrate. The Offer is also subject to other conditions described in the Offer to Purchase.

     The purpose of the Offer is for Parent, through Purchaser, to acquire control of, and the entire equity interest in, Bankrate. Following the consummation of the Offer, Purchaser intends to effect the Merger.

     The Bankrate board of directors unanimously determined that the terms of the Offer and the Merger and the other transactions contemplated by the Merger Agreement are fair and advisable to, and in the best interests of, Bankrate and Bankrate’s shareholders. Accordingly, Bankrate’s board of directors unanimously recommends that the shareholders of Bankrate accept the Offer and tender their Shares to Purchaser in the Offer and, if required, approve and adopt the Merger Agreement and the Merger.

     Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission, Purchaser reserves the right to waive or otherwise modify or amend any of the terms and conditions of the Offer; provided that the Minimum Condition may only be waived as described above. The Merger Agreement provides that Purchaser shall from time to time

extend the Offer for one or more periods of up to 20 business days each, the length of each such period to be determined by Purchaser in its sole discretion, if at the scheduled expiration of the Offer any of the conditions of the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by the Merger Agreement or the Merger Agreement is terminated in accordance with its terms. Purchaser has agreed that it will extend the Offer for one or more periods of up to 20 business days each, if at the scheduled expiration date of the Offer any of the conditions of the Offer described in the Offer to Purchase has not been satisfied or waived, and for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff applicable to the Offer. The Purchaser also may, from time to time, extend the Offer for a period of no more than 20 days in the aggregate, if at the scheduled expiration of the Offer less than 80% of the number of Shares then outstanding less the number of Shares held by persons subject to Support Agreements have been validly tendered and not withdrawn. Under the Merger Agreement, Purchaser is not required extend the Offer beyond April 22, 2010 and may not do so without the consent of Bankrate.

     Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration of the Offer.

     For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, Purchaser will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders for purposes of transmitting such payments to the tendering shareholders. Under no circumstances will interest be paid on the consideration paid for Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in payment for Shares.

     In all cases, Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal, and (c) any other documents required by the Letter of Transmittal.

     Shares tendered pursuant to the Offer may be withdrawn at any time on or before the expiration of the Offer. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after September 26, 2009, unless Purchaser has already accepted them for payment, if the expiration of the Offer has not occurred prior to that date. For a withdrawal of Shares to be effective, the Depositary must receive at one of its addresses set forth on the back cover of the Offer to Purchase a written or facsimile transmission notice of withdrawal before the Offer has expired or the Shares have been accepted for

payment. Any such notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures. If certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the record owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Parent, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent (listed below) or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in the Offer to Purchase at any time prior to the expiration of the Offer.

     The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Bankrate’s shareholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

     The receipt of cash as payment for the Shares pursuant to the Offer or pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. For a more detailed description of certain U.S. federal income tax consequences of the Offer and the Merger, see the Offer to Purchase. Each holder of Shares should consult its own tax advisor regarding the tax consequences of the Offer and the Merger, including such holder’s status as a U.S. holder or a non-U.S. holder, as well as any tax consequences that may arise under the laws of any federal, state, local, foreign or other taxing jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

     The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 and by Rule 13e-3(e)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference.

     The Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

     Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at Purchaser’s expense. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders May Call Toll Free: (888) 750 5834
Banks and Brokers May Call Collect: (212) 750 5833

July 28, 2009

EX-99.D.1

Exhibit (d)(1)

AGREEMENT AND PLAN OF MERGER
among
BEN HOLDINGS, INC.,
BEN MERGER SUB, INC.
and
BANKRATE, INC.
Dated as of July 22, 2009

TABLE OF CONTENTS

		Pages
ARTICLE 1	The Offer		A-2
Section 1.1.	The Offer		A-2
Section 1.2.	Company Action		A-4
Section 1.3.	Boards of Directors and Committees; Section 14(f)		A-5
Section 1.4.	Top-Up Option		A-6
ARTICLE II	The Merger		A-6
Section 2.1	The Merger		A-6
Section 2.2	Closing		A-6
Section 2.3	Effective Time		A-6
Section 2.4	Effects of the Merger		A-7
Section 2.5	Articles and By-laws of the Surviving Corporation		A-7
Section 2.6	Directors		A-7
Section 2.7	Officers		A-7
Section 2.8	Further Assurances		A-7
ARTICLE III	Conversion of Shares; Exchange of Certificates		A-7
Section 3.1	Effect on Capital Stock		A-7
Section 3.2	Exchange of Certificates		A-8
Section 3.3	Effect of the Offer and the Merger on Company Stock Options and Company Restricted Shares		A-10
ARTICLE IV	Representations and Warranties of the Company		A-11
Section 4.1	Qualification, Organization, Subsidiaries, etc		A-11
Section 4.2	Capital Stock		A-12
Section 4.3	Subsidiaries		A-12
Section 4.4	Corporate Authority Relative to This Agreement; No Violation		A-12
Section 4.5	Reports and Financial Statements; Internal Control		A-13
Section 4.6	Disclosure Documents		A-14
Section 4.7	No Undisclosed Liabilities		A-15
Section 4.8	Compliance with Law; Permits		A-15
Section 4.9	Employee Benefit Plans		A-16
Section 4.10	Affiliate Transactions		A-17
Section 4.11	Absence of Certain Changes or Events		A-17
Section 4.12	Investigations; Litigation		A-18
Section 4.13	Tax Matters		A-18
Section 4.14	Labor Matters		A-18
Section 4.15	Intellectual Property		A-19
Section 4.16	Property		A-20
Section 4.17	Required Vote of the Company Shareholders		A-20
Section 4.18	Material Contracts		A-20
Section 4.19	Finders or Brokers		A-21
Section 4.20	Opinions of Financial Advisors		A-21
Section 4.21	State Takeover Statutes; Charter Provisions		A-22
Section 4.22	No Other Information		A-22

A-i

		Pages
ARTICLE V	Representations and Warranties of Parent and Merger Sub		A-22
Section 5.1	Qualification; Organization		A-22
Section 5.2	Authority Relative to This Agreement; No Violation		A-22
Section 5.3	Disclosure Documents		A-23
Section 5.4	Available Funds		A-23
Section 5.5	Ownership and Operations of Merger Sub		A-23
Section 5.6	Finders or Brokers		A-23
Section 5.7	Ownership of Shares		A-24
Section 5.8	Certain Arrangements		A-24
Section 5.9	Investigations; Litigation		A-24
Section 5.10	No Other Information		A-24
Section 5.11	Access to Information; Disclaimer		A-24
ARTICLE VI	Covenants and Agreements		A-24
Section 6.1	Conduct of Business		A-24
Section 6.2	Solicitation		A-27
Section 6.3	Filings; Other Actions		A-29
Section 6.4	Efforts		A-30
Section 6.5	Takeover Statute		A-31
Section 6.6	Public Announcements		A-31
Section 6.7	Indemnification and Insurance		A-31
Section 6.8	Access; Confidentiality		A-33
Section 6.9	Notification of Certain Matters		A-33
Section 6.10	Rule 16b-3		A-33
Section 6.11	Control of Operations		A-33
Section 6.12	Certain Transfer Taxes		A-34
Section 6.13	Obligations of Merger Sub and the Surviving Corporation		A-34
Section 6.14	Shareholder Litigation		A-34
Section 6.15	Stock Exchange De-listing		A-34
Section 6.16	Rule 14d-10(d) Matters		A-34
Section 6.17	FIRPTA Certificate		A-34
ARTICLE VII	Conditions to the Merger		A-34
Section 7.1	Conditions to Each Party’s Obligation to Effect the Merger		A-34
Section 7.2	Frustration of Closing Conditions		A-34
ARTICLE VIII	Termination		A-35
Section 8.1	Termination or Abandonment		A-35
Section 8.2	Effect of Termination		A-36
Section 8.3	Termination Fees		A-36

A-ii

		Pages
ARTICLE IX	Miscellaneous		A-39
Section 9.1	No Survival of Representations and Warranties		A-39
Section 9.2	Expenses		A-39
Section 9.3	Counterparts; Effectiveness		A-39
Section 9.4	Governing Law		A-39
Section 9.5	Specific Performance; Jurisdiction; Enforcement		A-39
Section 9.6	Waiver of Jury Trial		A-40
Section 9.7	Notices		A-40
Section 9.8	Assignment; Binding Effect		A-41
Section 9.9	Severability		A-42
Section 9.10	Entire Agreement; Benefit		A-42
Section 9.11	Amendments; Waivers		A-42
Section 9.12	Headings		A-42
Section 9.13	Interpretation		A-42
Section 9.14	Certain Definitions		A-43

A-iii

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”).

W I T N E S S E T H:

WHEREAS, the respective boards of directors of Parent and Merger Sub have each unanimously (i) determined that it is in the best interests of their respective shareholders for Parent to acquire the Company on the terms and subject to the conditions set forth herein, (ii) approved and declared advisable the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Florida Business Corporations Act (“FBCA”) and (iii) adopted this Agreement and approved the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby, including the Offer and the Merger;

WHEREAS, the board of directors of the Company (the “Board”) has unanimously (i) determined that it is fair and advisable for Parent to acquire the Company on the terms and subject to the conditions set forth herein, (ii) approved and adopted this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the FBCA, and (iii) is recommending that the shareholders of the Company accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, approve the Merger and this Agreement, in each case on the terms and subject to the conditions of this Agreement;

WHEREAS, the Board has unanimously approved in advance the transactions contemplated by this Agreement for the purposes of Sections 607.0901 and 607.0902 of the FBCA such that such sections of the FBCA do not and shall not apply to the Offer, the Merger, this Agreement, the Support Agreements or the other transactions contemplated hereby;

WHEREAS, on the terms and conditions set forth herein, Merger Sub has agreed to commence a tender offer to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (“Shares”) at a price of $28.50 per Share, payable net to the seller in cash without interest subject to any withholding of Taxes required by applicable Law (such price, or any higher price as may be paid in the Offer in accordance with this Agreement, the “Offer Price”) (as it may be amended from time to time as permitted by this Agreement, the “Offer”);

WHEREAS, following consummation of the Offer, on the terms and subject to the conditions set forth in this Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent in accordance with the FBCA, and each Share that is not tendered and accepted pursuant to the Offer (other than Excluded Shares (as defined below) and the Support Agreement Shares (as defined below)) will thereupon be canceled and converted into the right to receive cash in an amount equal to the Offer Price, in each case, on the terms and conditions set forth herein;

WHEREAS, the Support Agreement Shares will not be tendered and will remain outstanding following the Offer;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of the Company to enter into this Agreement, (i) Apax US VII, L.P., Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P. (the “Funds”) and Parent have entered into an equity commitment letter, dated as of the date hereof (the “First Equity Commitment Letter”, (ii) the Funds, Parent and the Company have entered into an equity commitment letter, dated as of the date hereof (the “Second Equity Commitment Letter” and together with the First Equity Commitment Letter, the “Equity Commitment Letters”) and (iii) Parent and the Company have entered into a limited guarantee, dated as of the date hereof, in favor of the Company with respect to certain obligations of Parent and Merger Sub under this Agreement (the “Limited Guarantee”);

WHEREAS, immediately prior to the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Parent and Merger Sub to enter into this Agreement, certain shareholders and

A-1

optionholders of the Company have delivered to Parent and Merger Sub non-tender and support agreements (the “Support Agreements”) dated as of the date hereof, providing that such shareholders and optionholders shall, among other things (i) agree not to tender into the Offer, (ii) support the Merger and the other transactions contemplated hereby and (iii) transfer the Shares identified as rollover shares pursuant to the Support Agreements (the “Rollover Shares”) to Parent or an Affiliate of Parent prior to the Effective Time on the terms and subject to the conditions set forth in this Agreement, and each on the terms and subject to the conditions set forth in the Support Agreements; and

WHEREAS, Parent, Merger Sub and the Company wish to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger and also to prescribe certain conditions to the Offer and the Merger.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

The Offer

Section 1.1  The Offer.

(a) Provided that this Agreement shall not have been terminated in accordance with Article 8, and that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex A, no later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause Merger Sub to commence, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer shall be exchanged for the right to receive from Merger Sub the Offer Price. Parent shall cause Merger Sub to accept for payment, and Merger Sub shall accept for payment, all Shares which have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable following the Expiration Date. Notwithstanding the above, the obligation of Merger Sub to accept for payment, and pay for all Shares tendered pursuant to the Offer shall be subject (x) to the condition that the number of Shares validly tendered and not withdrawn shall be at least the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA (the “Minimum Condition”), and (y) to the other conditions set forth in Annex A. The conditions to the Offer set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to the following sentence. Merger Sub expressly reserves the right to increase the amount of consideration payable in the Offer and to waive any condition of the Offer, except the Minimum Condition; provided that, Merger Sub, at its sole option, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be at least equal to the difference between (x) the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA, less (y) the number of Shares subject to Support Agreements or (ii) with the prior written consent of the Company. The failure of Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Without the prior written consent of the Company, Merger Sub shall not decrease the amount of consideration payable in the Offer or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer or reduce the time period during which the Offer shall remain open. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered in the Offer.

A-2

(b) On the date of commencement of the Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC a combined Schedule 13E-3 and Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) and related Offer to Purchase, form of letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and including any supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of all material disclosure relating to (i) the company financial advisor Allen & Company LLC (including the amount of fees and other consideration that Allen & Company LLC will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor Needham & Company (including the amount of fees and other consideration that Needham & Company shall receive in connection with the opinion referred to in Section 4.20), (iii) the opinions of each of Allen & Company LLC and Needham & Company referred to in Section 4.20 and (iv) the information that formed the basis for rendering each of such opinions, subject to the approval of the form of such disclosure by Allen & Company LLC and Needham & Company, respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub shall use their reasonable best efforts to cause the Schedule TO as so corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case, as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel with (i) any written comments or other communications, and shall inform them of any oral comments or other communications, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given).

(c) Subject to the terms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the twentieth Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the date the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that Merger Sub shall: (i) from time to time extend the Offer for one or more periods of up to 20 Business Days each, the length of each such period to be determined by Merger Sub in its sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and the conditions and requirements set forth in Annex A, shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Merger Sub may, from time to time, extend the Offer for a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date less than 80% of the number of Shares then outstanding less the number of shares held by persons subject to Support Agreements (the “Support Agreement Shares”) have been validly tendered and not withdrawn. Notwithstanding the above, in no event shall Merger Sub be required to, or shall Parent be required to cause Merger Sub to, extend the Offer beyond the Outside Date (as hereinafter defined). In no event shall Merger Sub extend the Offer beyond the Outside Date without the consent of the Company. Parent and Merger Sub shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of such Shares for payment pursuant to the terms and subject to the conditions of the Offer and this Agreement. This

A-3

paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or Merger Sub to terminate this Agreement pursuant to Article VIII.

Section 1.2  Company Action.

(a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, unanimously (i) determined that it is fair and advisable for Parent to acquire the Company on the terms and subject to the conditions set forth herein and approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of the FBCA, (ii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares in the Offer and to the extent required, that the shareholders of the Company approve and adopt this Agreement and the Merger (such recommendation, the “Recommendation”) and (iii) taken all other actions necessary to exempt the Offer, the Merger, this Agreement and the transactions contemplated hereby from any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination,” “affiliated transaction” or other similar statute or regulation promulgated by a Governmental Entity (“Takeover Statute”). The Company consents to the inclusion of such approval and Recommendation in the Offer Documents.

(b) The Company hereby agrees to file with the SEC on the date that Parent and Merger Sub file the Offer Documents pursuant to Section 1.1(b), a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) containing the Recommendation. The Company agrees to use its reasonable best efforts to mail such Schedule 14D-9 to the shareholders of the Company concurrently with the mailing of the Offer Documents. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s shareholders and at the Acceptance Time, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion in the Schedule 14D-9. The Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9, if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and disseminated to the holders of Shares as and to the extent required by applicable federal securities laws. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including each amendment or supplement thereto) before it is filed with the SEC and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. In addition, the Company shall provide Parent, Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such responses and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel prior to their submission.

(c) In connection with the Offer, the Company will promptly furnish Parent and Merger Sub with mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Merger Sub with such additional information and assistance (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to Section 6.2, the Company shall, and shall cause its directors, officers, employees and other Representatives to, use their reasonable best efforts to make solicitations and recommendations to the holders of Shares for purposes of causing the Minimum Condition to be satisfied, including without limitation that upon Parent’s request, the Company, Parent and Merger Sub shall promptly prepare a joint presentation to RiskMetrics Group recommending this Agreement and the transactions contemplated hereby, including the Offer and the Merger.

A-4

Section 1.3  Board of Directors and Committees; Section 14(f).

(a) Promptly upon the acceptance for payment by Merger Sub (the time of such acceptance, the “Acceptance Time”), Parent or any of their Affiliates of Shares pursuant to and in accordance with the terms of the Offer and from time to time thereafter, and subject to the last four sentences of this Section 1.3(a), Merger Sub shall be entitled to designate up to such number of directors, rounded up to the nearest whole number constituting at least a majority of the directors, on the Company Board as will give Merger Sub representation on the Company Board equal to the product of the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased plus the number of Support Agreement Shares bears to the total number of outstanding Shares (not on a fully diluted basis), and the Company shall, upon request by Merger Sub, promptly take all actions necessary, including, at the election of the Company, increasing the size of the Company Board or securing the resignation of such number of directors, to enable Merger Sub’s designees to be appointed to the Company Board and to cause Merger Sub’s designees to be so appointed (the date on which the majority of the Company’s directors are designees of Merger Sub that have been effectively appointed to the Company Board in accordance herewith, the “Board Appointment Date”). The Company shall use its reasonable best efforts to cause the Board Appointment Date to be the same day as the Acceptance Time. At such times, subject to applicable Law and stock exchange listing standards, the Company will cause persons designated by Merger Sub to constitute a majority of each committee of the Company Board, other than any committee of the Company Board established to take action under this Agreement. Notwithstanding the foregoing, the Company shall use all reasonable efforts to ensure that at least three of the members of the Company Board as of the date hereof who qualify as independent directors for purposes of the continued listing requirements of NASDAQ and SEC rules and regulations (such directors, the “Independent Incumbent Directors”) shall remain members of the Company Board until the Effective Time (as defined in Section 2.3 hereof). If the number of Independent Incumbent Directors is reduced below three prior to the Effective Time, the remaining Independent Incumbent Directors (or if there is only one such director, that remaining director) shall be entitled to designate a person (or persons) to fill such vacancy (or vacancies), and each Independent Incumbent Director shall also designate a successor to ensure that there will always be at least one Independent Incumbent Director at all times prior to the Effective Time (provided each such person meets the independence requirements of the rules and regulations of the SEC and NASDAQ and, once any such person fills a vacancy, such director (or directors) shall be deemed to be an Independent Incumbent Director (or Independent Incumbent Directors) for purposes hereof). If no Independent Incumbent Directors remain prior to the Effective Time, a majority of the members of the Board shall be entitled to fill such vacancies (provided each such person meets the independence requirements of the rules and regulations of the SEC and NASDAQ and such director (or directors) shall be deemed to be an Independent Incumbent Director (or Independent Incumbent Directors) for purposes hereof). The provisions of this Section 1.3 are in addition to and shall not limit any rights that Parent, Merger Sub or any of their respective Affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise.

(b) The Company’s obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Merger Sub will supply to the Company in writing promptly for inclusion into the Schedule 14D-9 and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by such Section and Rule.

(c) Following the election or appointment of Merger Sub’s designees pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any Independent Incumbent Directors, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company’s rights hereunder, or any amendment of this Agreement, or other action adversely affecting the rights of shareholders of the Company (other than Parent or Merger Sub) to receive the Offer Price (except as permitted by the terms of this Agreement), will require the concurrence of a majority of such Independent Incumbent Directors.

A-5

Section 1.4  Top-Up Option.

(a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”) to purchase, at a price per Share equal to the Offer Price, up to such number of Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned by Parent and Merger Sub and any wholly owned Subsidiary of Parent or Merger Sub immediately prior to the time of exercise of the Top-Up Option, constitutes one Share more than 80% of the number of Shares that will be outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares. The Top-Up Option will be exercised by Parent or Merger Sub immediately after the Acceptance Time if following such Acceptance Time, Parent or Merger Sub do not own 80% of the outstanding Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no judgment, injunction, order or decree of any Governmental Entity shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (ii) the issuance of the Top-Up Option Shares will not cause the Company to have more Shares outstanding than are authorized by the Restated Articles of Incorporation of the Company, and (iii) Merger Sub has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act.

(b) The Company shall, as soon as practicable following receipt of notice from Parent or Merger Sub, as the case may be, of their intent to exercise of the Top-Up Option, notify Parent and Merger Sub of the number of Shares then outstanding. The closing of the purchase of the Top-Up Option Shares will take place at a time and on a date to be specified by Parent or Merger Sub, which shall be no later than one Business Day after the exercise of the Top-Up Option, at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, unless another time, date or place is specified by Parent or Merger Sub. Parent or Merger Sub, as the case may be, shall pay the Company an amount equal to the Offer Price multiplied by the number of Top-Up Option Shares specified by Parent (the “Top-Up Consideration”), and the Company shall, at Parent’s or Merger Sub’s request, cause to be issued to Parent or Merger Sub a certificate representing the Top-Up Option Shares. The Top-Up Consideration may be paid by Merger Sub or Parent by executing and delivering to the Company a promissory note having a principal amount equal to the aggregate cash purchase price for the Top-Up Shares. Any such promissory note shall bear interest at the rate of interest per annum equal to the prime lending rate prevailing from time to time during such period as published in The Wall Street Journal, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty.

ARTICLE II

The Merger

Section 2.1  The Merger.  At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the FBCA, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving company in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary of Parent.

Section 2.2  Closing.  The closing of the Merger (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York at 10:00 a.m., local time, on a date to be specified by the parties (the “Closing Date”) which shall be no later than the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).

Section 2.3  Effective Time.  On the Closing Date, the Company shall cause the Merger to be consummated by executing, delivering and filing articles of merger (the “Articles of Merger”) with the Secretary of State of the State of Florida in accordance with the relevant provisions of the FBCA and other applicable Florida Law. The Merger shall become effective on such date as the Articles of Merger are duly filed with the Secretary of State of the State of Florida, or at such later date as may be agreed by Parent and the Company in writing and specified in the

A-6

Articles of Merger in accordance with the FBCA (such date as the Merger becomes effective is referred to herein as the “Effective Time”).

Section 2.4  Effects of the Merger.  The Merger shall have the effects set forth in this Agreement and the applicable provisions of the FBCA.

Section 2.5  Articles and By-laws of the Surviving Corporation.

(a) The Amended and Restated Articles of Incorporation of the Company, as amended prior to the date hereof (the “Articles of Incorporation”) shall be the articles of incorporation of the Surviving Corporation following the Merger until thereafter amended in accordance with the provisions thereof, hereof and of applicable Law, in each case consistent with the obligations set forth in Section 6.7.

(b) The by-laws of Merger Sub, as in effect as of immediately prior to the Effective Time, shall by virtue of the Merger, be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof, hereof and of applicable Law, in each case consistent with the obligations set forth in Section 6.7.

Section 2.6  Directors.  Subject to applicable Law, the directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Section 2.7  Officers.  The officers of the Company as of immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Section 2.8  Further Assurances.  If at any time after the Effective Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of either Merger Sub or the Company, or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of either of Merger Sub and the Company, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of either Merger Sub or the Company, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm the Surviving Corporation’s right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of Merger Sub or the Company and otherwise to carry out the purposes of this Agreement.

ARTICLE III

Conversion of Shares; Exchange of Certificates

Section 3.1  Effect on Capital Stock.

(a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any securities of the Company, Parent or Merger Sub subject to Sections 3.1(d) and 3.1(e), each issued and outstanding Share outstanding immediately prior to the Effective Time other than (i) any Cancelled Shares (as defined, and to the extent provided in Section 3.1(a)), (ii) any Dissenting Shares (as defined, and to the extent provided in Section 3.1(e)), and (iii) any Rollover Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive the Offer Price. All Shares that have been converted into the right to receive the Offer Price as provided in this Section 3.1 shall be automatically cancelled and shall cease to exist, and the holders of Certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Offer Price.

(b) Parent, Merger Sub and Company-Owned Shares.  Each Share that is owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time, if any (other than any Rollover Shares, which shall remain outstanding following the Effective Time), or held by the Company or any of its Subsidiaries immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and

A-7

retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

(c) Conversion of Merger Sub Common Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and, together with Rollover Shares, shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(d) Adjustments.  If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company, or securities convertible or exchangeable into or exercisable for shares of capital stock, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of Shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Offer Price shall be equitably adjusted to reflect such change; provided that nothing in this Section 3.1(d) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

(e) Dissenters’ Rights.  The provisions of this Section 3.1(e) shall not apply unless the shareholders of the Company are determined to have the right to dissent from the Merger, and receive the fair value of their Shares, pursuant to Sections 607.1301-607.1333 of the FBCA. In such event, and notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the applicable provisions of the FBCA (the “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Offer Price (the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the appraised value of such Shares in accordance with the applicable provisions of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the applicable provisions of the FBCA), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the FBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Offer Price for each such Share in accordance with Section 3.1(a), without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the FBCA and received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the FBCA. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Section 3.2  Exchange of Certificates.

(a) Paying Agent.  At or immediately subsequent to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a U.S. bank or trust company that shall be appointed by Parent and approved in advance by the Company (such approval not to be unreasonably withheld) to act as a paying agent hereunder (the “Paying Agent”), in trust for the benefit of holders of the Shares, cash in U.S. dollars sufficient to pay the aggregate Offer Price in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Rollover Shares) pursuant to the provisions of this Article III (such cash being hereinafter referred to as the “Exchange Fund”).

A-8

(b) Payment Procedures.

(i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price.

(ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable.

(iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

(c) Closing of Transfer Books.  At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the proper amount pursuant to and subject to the requirements of this Article III.

(d) Termination of Exchange Fund.  Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for 180 days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 3.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Offer Price, without any interest thereon, upon due surrender of their Shares.

(e) No Liability.  Notwithstanding anything herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered prior to the date on which the related Offer Price would, pursuant to applicable Law, escheat to or become the property of any Governmental Entity, any such Offer Price shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto.

(f) Investment of Exchange Fund.  The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to

A-9

direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III, and in the event of any losses to the Exchange Fund from any investment such that the Exchange Fund is diminished below the level required for the Paying Agent to make prompt cash payment under Section 3.2(b), the Company shall immediately deposit additional cash into the Exchange Fund to the extent necessary to reimburse the Exchange Fund for such investment losses. Any interest and other income, net of any losses, resulting from such investments shall be paid to the Surviving Corporation.

(g) Lost Certificates.  In the case of any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such person of an indemnity agreement or, at the election of Parent or the Paying Agent, a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate an amount equal to the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Offer Price.

Section 3.3  Effect of the Offer and the Merger on Company Stock Options and Company Restricted Shares.

(a) Each outstanding option to acquire Shares (each, a “Company Stock Option”), whether or not then vested or exercisable, that is outstanding immediately prior to the Acceptance Time (other than Company Stock Options held by persons who enter Support Agreements and separately agree to the treatment of such Company Stock Options in the Offer and the Merger, which Company Stock Options shall be treated in the manner so agreed) shall, as of immediately prior to the Acceptance Time, become fully vested and be cancelled and in exchange therefor be converted into the right to receive a payment in cash, payable in U.S. dollars and without interest, equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the exercise price per Share subject to such Company Stock Option, multiplied by (ii) the number of Shares for which such Company Stock Option shall not theretofore have been exercised; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Offer Price, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. The Surviving Corporation or the Company, as applicable, shall pay the holders of such cancelled Company Stock Options the cash payments described in this Section 3.3(a) on or as soon as reasonably practicable after the date on which the Acceptance Time occurs, but in any event within ten (10) Business Days thereafter.

(b) Other than Company Restricted Shares held by persons who enter into Support Agreements and agree otherwise, immediately prior to the Acceptance Time, (i) each award of restricted Company common stock (the “Company Restricted Shares”) other than the Rollover Shares shall vest in full and (ii) subject to the ultimate vesting of such Company Restricted Shares, the holder thereof shall have the right to tender (or to direct the Company to tender on his or her behalf) such Company Restricted Shares then held (net of any Shares withheld to satisfy employment and income tax obligations) into the Offer. To the extent any Shares that were formerly Company Restricted Shares are not so tendered, upon the Effective Time, they shall be converted into the right to receive the Offer Price in accordance with the procedures in Section 3.2(b).

(c) The Surviving Corporation, the Company, Parent and Merger Sub shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Section 3.3 to any holder of Company Stock Options or Company Restricted Shares such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, or local Tax Law, and the person making such deduction or withholding shall make any required filings with and payments to Tax authorities relating to any such deduction or withholding. To the extent that amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Options or Company Restricted Shares in respect of which such deduction and withholding was made.

(d) The Board of Directors of the Company (or the appropriate committee thereof) shall take the actions necessary to effectuate the foregoing provisions of this Section 3.3.

A-10

ARTICLE IV

Representations and Warranties of the Company

Except (i) as disclosed in, and reasonably apparent from, any report, schedule, form or other document filed with, or furnished to, the SEC after December 31, 2007 and publicly available prior to the date of this Agreement (other than (x) any forward-looking disclosures set forth in any risk factor section, (y) any disclosures in any section designated as relating to forward looking statements and (z) any other disclosures included therein to the extent they are primarily predictive, cautionary or forward-looking in nature) (collectively, the “Filed SEC Documents”) or (ii) as disclosed in the corresponding section of the disclosure letter delivered by the Company to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Letter”), it being agreed that disclosure of any item in any section of the Company Disclosure Letter shall also be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on its face), the Company represents and warrants to Parent and Merger Sub as follows:

Section 4.1  Qualification, Organization, Subsidiaries, etc.

(a) Each of the Company and its Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of the Company and its Significant Subsidiaries has all requisite corporate, partnership or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect as defined below.

(b) Each of the Company and its Significant Subsidiaries is qualified to do business and is in good standing as a foreign corporation (or other legal entity) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the organizational or governing documents of the Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. Neither the Company nor any Significant Subsidiary is in violation of its organizational or governing documents.

(c) As used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (i) has or is reasonably expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of the Company and its Subsidiaries taken as a whole, or (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger; provided, however, that, a Company Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (A) in or affecting economic conditions generally or the financial or securities markets in the United States or elsewhere in the world, (B) in or affecting the industries in which the Company or its Subsidiaries operate generally or in any specific jurisdiction or geographical area in the United States or elsewhere in the world or (C) resulting from or arising out of (1) the announcement or the existence of, or compliance with, or taking any action required or permitted by, this Agreement or the transactions contemplated hereby, (2) any taking of any action at the request of Parent or Merger Sub, (3) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby, (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other applicable law of or by any national, regional, state or local Governmental Entity in the United States or elsewhere in the world, (5) any changes in GAAP or accounting standards or interpretations thereof, (6) any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism, or (7) any changes in the share price or trading volume of the Shares, in the Company’s credit rating or in any analyst’s recommendations with respect to the Company, or the failure of the Company to meet projections or forecasts (including any analyst’s projections) (except that the underlying causes of such change referenced in this clause 4.1(c)(ii)(C)(7) can, unless excluded by another clause of this proviso, be considered for purposes of determining whether a Company Material Adverse Effect has occurred).

A-11

Section 4.2  Capital Stock.

(a) The authorized capital stock of the Company consists of 100,000,000 Shares and 10,000,000 shares of preferred stock, $.01 par value share (“Preferred Stock”). As of July 20, 2009, (i) 19,148,003 Shares were issued and outstanding, (ii) no Shares were held in treasury or owned by a Subsidiary of the Company, (iii) (A) 2,623,762 Shares were reserved for issuance pursuant to the outstanding Company Stock Options and (B) 1,174,001 additional Shares were reserved for issuance for future grant pursuant to the Company Stock Plans, and (iv) no shares of Preferred Stock were issued or outstanding. All outstanding Shares, and all Shares reserved for issuance as noted in clause (iii) of the foregoing sentence, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.

(b) Except as set forth in subsection (a) above, as of the date hereof, (i) the Company does not have any shares of its capital stock issued or outstanding other than Shares that have become outstanding after July 20, 2009 upon exercise of Company Stock Options outstanding as of such date and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity interests or (D) provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person (other than funds to or investments in a wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice).

(c) Except for the awards to acquire Shares under the Company Stock Plans, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(d) There are no shareholder agreements, registration agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of the Company or any of its Subsidiaries or any preemptive rights with respect thereto.

Section 4.3  Subsidiaries.

(a) Section 4.3 of the Company Disclosure Letter sets forth a complete and correct list of each “significant subsidiary” of the Company as such term is defined in Regulation S-X promulgated by the SEC (each, a “Significant Subsidiary”). Section 4.3 of the Company Disclosure Letter also sets forth the jurisdiction of organization and percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by the Company or its Subsidiaries and any other Person of each Significant Subsidiary. All equity interests (including partnership interests and limited liability company interests) of the Company’s Significant Subsidiaries held by the Company or by any other Subsidiary have been duly and validly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All such equity interests owned by the Company or its Subsidiaries are free and clear of any Liens, other than restrictions imposed by applicable Law.

(b) Except for the Significant Subsidiaries disclosed in Section 4.3 of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other voting or equity securities or interests in any Person that is material to the business of the Company and its Subsidiaries, taken as a whole.

Section 4.4  Corporate Authority Relative to This Agreement; No Violation.

(a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (if required by applicable Law to consummate the Merger), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board

A-12

and, except for (i) the Company Shareholder Approval (if required by applicable Law to consummate the Merger) and (ii) the filing of the Articles of Merger with the Secretary of State of the State of Florida, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly executed by Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law).

(b) Other than in connection or in compliance with (i) the FBCA, or any applicable Florida anti-takeover or investor protection statute, (ii) the Exchange Act, (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (iv) the approvals set forth on Section 4.4(b) of the Company Disclosure Letter (collectively, the “Company Approvals”), no authorization, consent or approval of, or filing with, any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”) is necessary, under applicable Law, for the consummation by the Company of the transactions contemplated hereby, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole.

(c) The execution and delivery by the Company of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Company will not, (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, Company Permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate or articles of incorporation or by-laws or other equivalent organizational document of the Company or any of its Significant Subsidiaries or (iii) assuming that the consents and approvals referred to in Section 4.4(b) are duly obtained, conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect.

Section 4.5  Reports and Financial Statements; Internal Control.

(a) The Company and its Significant Subsidiaries have filed all forms, documents, statements and reports required to be filed by them with the Securities and Exchange Commission (the “SEC”) since January 1, 2007 (the forms, documents, statements and reports filed with the SEC since January 1, 2007, including any amendments thereto, the “Company SEC Documents”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, the Company SEC Documents complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2007 and prior to the date hereof. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the

A-13

Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

(b) The financial statements (including all related notes and schedules) of the Company and its Subsidiaries included in the Company SEC Documents fairly present in all material respects the financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements or foreign Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Except as set forth in Section 4.5(b) of the Company Disclosure Letter, the Company has not received any written advice or written notification from its independent certified public accountants that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the financial statements or in the books and records of the Company and its Subsidiaries, any properties, assets, liabilities, revenues or expenses in any material respect.

(c) The Company and the Company’s Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act). Such internal controls are, in all material respects, (i) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP and (ii) designed to ensure that material information relating to the Company and its Subsidiaries required to be included in reports filed under the Exchange Act, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. Since January 1, 2007, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Board (i) all Known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and the Company has provided to Parent copies of any material written materials relating to each of the foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since January 1, 2007.

(d) Since the enactment of the Sarbanes-Oxley Act, neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Section 4.6  Disclosure Documents.

(a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, and the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act.

(b) (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) Company Disclosure Documents (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make

A-14

the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.6(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein.

(c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Section 4.7  No Undisclosed Liabilities.  Except (i) as set forth or reserved against in the Company’s consolidated balance sheets (or the notes thereto) for the fiscal year ended December 31, 2008 included in the Company SEC Documents filed prior to the date hereof, (ii) for transactions contemplated by this Agreement or the financing of such transactions and (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2008, neither the Company nor any Subsidiary of the Company has any liabilities or obligations required to be reflected or reserved in the Company’s consolidated balance sheets in accordance with GAAP, whether or not accrued, absolute, contingent or otherwise and whether due or to become due, that would, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole.

Section 4.8  Compliance with Law; Permits.

(a) The Company and each of its Significant Subsidiaries is, and since the later of January 1, 2007 and its respective date of formation or organization has been, in compliance in all material respects with and is not in default under or in violation of and has no material liability under any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”). Neither the Company nor any of its Subsidiaries has received any notices, complaints or written communication since January 1, 2007 from any Governmental Entity or any other person that alleges that the Company or any of its Subsidiaries is not in compliance in any respect with any applicable Law in any material respect, nor been subject to any investigation or inspection in connection therewith.

(b) The Company and its Significant Subsidiaries are in possession of all material franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”). All Company Permits are in full force and effect, the Company and its Subsidiaries are in compliance in all material respects with the terms of each Company Permit, and no Company Permit shall cease to be effective as a result of the transactions contemplated by this Agreement, in each case, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole.

(c) The Company and its Significant Subsidiaries have no liability with respect to hazardous materials or any environmental, health or safety matter, except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect.

(d) Except for matters that, individually or in the aggregate, would not have a Company Material Adverse Effect, neither the Company, any Subsidiary of the Company, nor, to the Knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, any of them (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (including the rules and regulations promulgated thereunder, the “FCPA”); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. During the last three (3) years, neither the Company nor any of its Subsidiaries has received any communication that alleges

A-15

that the Company or any of its Subsidiaries, or any Representative thereof is, or may be, in violation of, or has, or may have, any material liability under, the FCPA which has not been resolved.

Section 4.9  Employee Benefit Plans.

(a) Section 4.9(a) of the Company Disclosure Letter sets forth a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (whether or not such plan is subject to ERISA), each bonus, incentive, deferred compensation, vacation, stock purchase, stock option, equity, severance, employment, change of control or material fringe or other material benefit or compensation plan, program, arrangement or agreement that is sponsored, maintained, contributed or required to be contributed to by the Company or any of its Subsidiaries for the benefit of their current or former employees, officers, contractors or directors or with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any material liability or obligation in respect of the Company’s or any of its Subsidiaries’ (including their predecessor entities’ or any entity whose assets were partially or completely acquired by the Company or any of its Subsidiaries) current or former employees, officers, contractors or directors (collectively, the “Company Benefit Plans”).

(b) The Company has heretofore made available to Parent true and complete copies of (i) each of the Company Benefit Plans and any related trust or funding agreement, (ii) each writing constituting a part of such Company Benefit Plan, including all amendments thereto and the most recent summary plan description distributed to participants, (iii) the most recent Annual Report (Form 5500 Series) and accompanying schedules and audit reports, if any, related thereto and (iv) the most recent determination letter from the Internal Revenue Service (“IRS”) (if applicable) for such Company Benefit Plan.

(c) (i) each of the Company Benefit Plans has been operated, funded and administered in all material respects in accordance with its terms and with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (ii) each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS, and to the Knowledge of the Company, there are no existing circumstances or events that have occurred that could reasonably be expected to adversely affect the qualification of such Company Benefit Plan; (iii) no Company Benefit Plan is subject to Title IV of ERISA; (iv) no Company Benefit Plan provides and neither the Company nor any of its Subsidiaries has any obligation to provide health or life insurance benefits (whether or not insured), with respect to current or former employees, officers, contractors or directors of the Company or any of its Subsidiaries (including any predecessor entities or any entity whose assets were partially or completely acquired by the Company or any of its Subsidiaries) beyond their retirement or other termination of service, other than coverage mandated by Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or similar state Law (“COBRA”); (v) no liability under Title IV of ERISA or Sections 412 or 430 of the Code has been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and, to the Knowledge of the Company, no condition exists that presents a risk to the Company, any of its Subsidiaries or any ERISA Affiliate of incurring a material liability thereunder; (vi) no Company Benefit Plan is nor do any of the Company or any of its Subsidiaries have any liability or obligation under or with respect to any “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or any plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (vii) all material contributions or other material amounts payable by the Company or any of its Subsidiaries as of the Acceptance Time to or with respect to each Company Benefit Plan in respect of current or prior plan years or any period of time ending prior to the Acceptance Time have or shall have been paid or accrued in accordance with GAAP; (viii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other Person (with respect to whom the Company has an obligation to indemnify) has engaged in a transaction in connection with which the Company or any of its Subsidiaries could reasonably be expected to be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the Code; (ix) there are no pending, threatened or anticipated claims (other than routine claims for benefits), proceedings, litigation, audits, investigations or actions involving any of the Company Benefit Plans or any trusts related thereto which could reasonably be expected to result in any material liability of the Company or any of its Subsidiaries; (x) the Company and its Subsidiaries and the ERISA Affiliates are in compliance in all material respects with the requirements of COBRA; and (xi) neither the Company nor any of its Subsidiaries has any current or potential liability or obligation (including any

A-16

indemnification obligation to any ERISA fiduciary) to or in connection with any “employee stock ownership plan” (as defined in Section 4975 of the Code) or any stock bonus plan intended to be qualified under Section 401(a) of the Code. “ERISA Affiliate” means any Person that is or at any relevant time was a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company or any of its Subsidiaries, or that is or at any relevant time was a member of the same “controlled group” as the Company or any of its Subsidiaries pursuant to Section 4001(a)(14) of ERISA.

(d) The parties acknowledge that certain payments have been made or are to be made, and certain benefits have been granted or are to be granted, according to employment compensation, severance, employment agreement and other Company Benefit Plans (collectively, the “Arrangements”) to certain holders of Shares and other securities of the Company (the “Covered Securityholders”). All such amounts payable under the Arrangements (i) are being paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The adoption, approval, amendment or modification of each Arrangement since the discussions relating to the transactions contemplated hereby between the Company and Parent began has been approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the “safe harbor” requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as a result of the taking prior to the execution of this Agreement of all necessary actions by the Company Board, the compensation committee thereof or its independent directors, to the extent required.

(e) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, director, consultant or officer of the Company or any of its Subsidiaries (including any predecessor entities or any entity whose assets were partially or completely acquired by the Company or any of its Subsidiaries) to severance pay, unemployment compensation or any other compensatory payment or benefit, except as set forth on Section 4.9(e) of the Company Disclosure Letter, or (ii) accelerate the time of payment or vesting or funding of, or increase the amount of any compensation or benefit due any such current or former employee, director, consultant or officer of the Company or any of its Subsidiaries (including any predecessor entities or any entity whose assets were partially or completely acquired by the Company or any of its Subsidiaries), except as set forth on Section 4.9(e) of the Company Disclosure Letter.

(f) No amount paid or payable (whether in cash or property or the vesting of property) by the Company or any of its Subsidiaries as a result of the consummation of the Merger to any of its respective employees, officers, directors, stockholders or consultants under any Company Benefit Plans or otherwise, would not be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. Neither the Company nor any of its Subsidiaries has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code.

Section 4.10  Affiliate Transactions.  Except for Company Benefit Plans, there are no Contracts or arrangements that are in existence as of the date of this Agreement under which the Company has any existing or future material liabilities between the Company or any of its Significant Subsidiaries, on the one hand, and, on the other hand, any (i) present officer or director of either the Company or any of its Significant Subsidiaries or any person that has served as such an officer or director within the past two years or any of such officer’s or director’s immediate family members, (ii) record or beneficial owner of more than 5% of the Shares as of the date hereof, or (iii) to the Knowledge of the Company, any Affiliate of any such officer, director or owner (other than the Company or any of its Subsidiaries), in each case that is of a type that would be required to be disclosed in the Company SEC Documents pursuant Item 404 of Regulation S-K that has not been so disclosed (each, an “Affiliate Transaction”). The Company has made available to Parent copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available as of the date hereof providing for each Affiliate Transaction.

Section 4.11  Absence of Certain Changes or Events.  Since December 31, 2008, except as otherwise required or contemplated by this Agreement, (a) the business of the Company and its Subsidiaries has been conducted, in all material respects, in the ordinary course of business consistent with past practice, (b) there have not been any facts, circumstances, events, changes, effects or occurrences that, individually or in the aggregate, have

A-17

had or would be reasonably expected to have a Company Material Adverse Effect, and (c) prior to the date hereof, neither the Company nor any of its Subsidiaries has taken any action, that if taken after the date of this Agreement without Parent’s consent, would constitute a breach of any of the covenants set forth in clauses (ii), (iv), (v), (viii), (x), or (xii) through (xvi) of (b).

Section 4.12  Investigations; Litigation.  As of the date hereof, there are no (i) investigations or proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their respective properties, (ii) actions, suits or proceedings pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, or any of their respective properties, at Law or in equity, or (iii) orders, judgments or decrees of any Governmental Entity against the Company or any of its Subsidiaries or any of their respective properties which, in the case of clauses (i), (ii) or (iii), individually or in the aggregate, are or would be material to the Company and its Subsidiaries taken as a whole.

Section 4.13  Tax Matters.

(a) Except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them, and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid by any of them, except, in the case of clause (ii) hereof, with respect to matters contested in good faith and for which adequate reserves have been established on the financial statements of the Company and its Subsidiaries in accordance with GAAP, (iii) the U.S. federal income Tax Returns of the Company and each of its Subsidiaries through the Tax year ending December 31, 2004 have been examined or are currently being examined by the IRS (or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired), (iv) all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of U.S. federal income Tax matters of the Company or any of its Subsidiaries, (vi) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (vii) none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Section 6011 of the Code and the Treasury regulations promulgated thereunder, (ix) neither the Company nor any Subsidiary of the Company (A) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any Person (other than the Company or any of its present or former Subsidiary) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

(b) As used in this Agreement, (i) “Tax” or “Taxes” means any and all federal, state, local or foreign or provincial taxes, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, transfer, franchise, profits, inventory, capital stock, value added, ad valorem, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, including any and all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with or with respect thereto, whether disputed or not, and (ii) “Tax Return” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto).

Section 4.14  Labor Matters.  Neither the Company nor any of its Subsidiaries is (a) a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, or (b) subject to a material dispute, strike or work stoppage. To the Knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened, involving employees of the Company or any of its Subsidiaries.

A-18

Section 4.15  Intellectual Property.

(a) (i) Either the Company or a Subsidiary of the Company owns or is licensed or otherwise possesses valid and enforceable rights to use, all material Intellectual Property (as defined below) used in or necessary for the conduct of their respective businesses as currently conducted, free and clear of all Liens, (ii) as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened claims by any person alleging that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise conflicted with the Intellectual Property of any person and (iii) the conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated or otherwise conflicted with any Intellectual Property of any person. For purposes of this Agreement, “Intellectual Property” shall mean all intellectual property in any jurisdiction in the world, including without limitation, all (i) patents, inventions (whether or not reduced to practice or patentable), trademarks and service marks (including any trade dress, logos and any other indicia of origin and the goodwill of any business symbolized thereby), trade names, Internet domain names, copyrights and copyrightable works (whether or not registered), designs and trade secrets, (ii) applications for and registrations, issuances and renewals of such patents, trademarks, service marks, trade names, domain names, copyrights and works (whether or not copyrightable) and designs, (iii) lists (including customer and vendor lists), data, databases, processes, formulae, methods, specifications, schematics, plans, studies, technology, know-how, improvements, web site and other content, computer software programs and related documentation, and other confidential or proprietary data and information, (iv) computer software, data and databases including, but not limited to, object code, source code, operating and other systems, tools, firmware, related documentation and all copyrights therein.

(b) The Company has taken commercially reasonable steps to protect and preserve its rights in any material Intellectual Property of the Company and its Subsidiaries in all material respects. Without limiting anything in Section 4.15(a), no prior or current employee or officer or any prior or current consultant or contractor of the Company or any of its Subsidiaries has asserted or has any ownership or other right, title or interest in or to any material Intellectual Property used by the Company or its Subsidiaries in the operation of their respective businesses (except as may be set forth in those development agreements disclosed in Section 4.15(b) of the Company Disclosure Letter that were entered into with consultants and contractors in the ordinary course of business where any such consultants or contractors granted the Company or any of its Subsidiaries a valid and enforceable written license including rights sufficient for the Company or such Subsidiary to conduct the business of the Company or any of its Subsidiaries, including as currently conducted).

(c) Neither the Company nor any of its Subsidiaries has licensed any of the material Intellectual Property owned by the Company and its Subsidiaries to any third party, except for any such Contract where such Intellectual Property is licensed on a non-exclusive basis in the ordinary course of business, nor has the Company or any of its Subsidiaries entered into any Contract limiting or imposing any obligation or condition on its right or ability to use, license, sell, distribute or otherwise exploit fully any of such Intellectual Property, including software.

(d) Since January 1, 2007, there have been no settlements, forbearances to sue, consents, judgments or orders to which the Company or its Subsidiaries are a party or with respect to which such parties are bound that (i) restrict the rights of the Company or its Subsidiaries to use, license, sell, distribute or otherwise exploit fully any material Intellectual Property in connection with its business in any material respect or (ii) permit third parties to use any material Intellectual Property owned by the Company and its Subsidiaries other than on behalf of the Company and its Affiliates.

(e) The Company and its Subsidiaries are each in compliance with its privacy policies and terms of use and with all applicable data protection, privacy and other Laws governing the collection, use, storage, distribution, transfer or disclosure (whether electronically or in any other form or medium) of any personal information or data in all material respects. There has not been any notice to, complaint against, or audit, proceeding or investigation conducted or claim asserted with respect to the Company or any of its Subsidiaries by any person (including any Governmental Authority) regarding the collection, use, storage, distribution, transfer or disclosure of personal information, and none is pending, or to the Knowledge of the Company, threatened (and to the Knowledge of the Company, there is no basis for the same, except as has not resulted in, or could not reasonably be expected to result in, any material liability of the Company or any of its Subsidiaries). To the Knowledge of the Company, neither the Company nor its Subsidiaries has experienced any incident in which any personal information or data was or may

A-19

have been stolen or subject to any unauthorized access or use that has resulted in, or could reasonably be expected to result in, any material liability of the Company or any of its Subsidiaries.

(f) The computer software, hardware, firmware, networks, platforms, servers, interfaces, applications, web sites and related systems (collectively, “Systems”) used by the Company or any of its Subsidiaries are sufficient for the current needs of the Company and its Subsidiaries in all material respects (including as to capacity and ability to process current and anticipated peak volumes in a timely manner), and, except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect, there have been no operational or continued failures, disruptions, substandard performance, failure, breakdowns, bugs or outages or other adverse events in the past eighteen (18) months affecting any of the Systems that have had, or could reasonably be expected to result in, any disruption to or adverse impact on the operation of any of the respective businesses of the Company or any of its Subsidiaries. The Company and its Subsidiaries have taken commercially reasonable steps to provide for the security, continuity and integrity of their Systems and the back-up and recovery of data and information stored or contained therein and to prevent and guard against any unauthorized access or use thereof, in each case in all material respects. To the Knowledge of the Company, there have been no unauthorized intrusions or breaches of the security thereof or other unauthorized access or use of any of the foregoing that have resulted in, or could reasonably be expected to result in, any material liability of the Company or any of its Subsidiaries.

(g) No software owned or developed by or on behalf of the Company or any of its Subsidiaries (“Software”) that is material to the business of the Company or any of its Subsidiaries is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license) that could (i) require, or condition the use or distribution of, or access to, the Software, on the disclosure, licensing, or distribution of any source code for any portion of the Software or (ii) otherwise impose any limitation, restriction, or condition on the right or ability of the Company to use, license, sell or distribute any Software in any material respect.

Section 4.16  Property.  Except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has good title to all its personal property and has valid leasehold interests in all of its leased properties, sufficient to conduct their respective businesses as currently conducted, free and clear of all Liens (except in all cases for Liens permissible under any applicable loan agreements and indentures and for title exceptions, defects, encumbrances, Liens, charges, restrictions, restrictive covenants and other matters, whether or not of record, which in the aggregate do not materially affect the continued use of the property for the purposes for which the property is currently being used), assuming the timely discharge of all obligations owing under or related to the personal property and the leased property. Except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect, all leases under which the Company or any of its Subsidiaries lease any real or personal property are valid and effective against the Company or any of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, and there is not, under any of such leases, any existing default by the Company or any of its Subsidiaries which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries.

Section 4.17  Required Vote of the Company Shareholders.  Assuming the accuracy of the representations and warranties in Sections 5.7 and 5.8, and if required by applicable law to approve the Merger, the affirmative vote of the holders of outstanding Shares, voting together as a single class, representing at least a majority of all Shares outstanding shall be the only vote of shareholders required to approve this Agreement and the transactions contemplated hereby (the “Company Shareholder Approval”).

Section 4.18  Material Contracts.

(a) Except as disclosed in Section 4.9(a), Section 4.9(f) and Section 4.18 of the Company Disclosure Letter, (a) neither the Company, nor any of its Subsidiaries is a party to, and (b) none of the Company, any of its Subsidiaries, or any of their respective properties or assets is bound by, Contracts that:

(i) are or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K;

A-20

(ii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, related to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Subsidiaries, taken as a whole, or in which the Company owns more than a 20% voting or economic interest, or with respect to which the Company has obligations of more than $250,000 in the aggregate;

(iii) relate to indebtedness for borrowed money, the deferred purchase price of property or service, any credit agreement, note, bond, mortgage, debenture or other similar instrument, any letter of credit or similar facilities, any obligation to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or any warrants, rights or options to acquire such capital stock, or any guarantee with respect to an obligation of any other Person, in each case, having an outstanding principal amount in excess of $250,000;

(iv) relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments in excess of $250,000;

(v) other than an acquisition subject to clause (iv) above, obligate the Company to make any capital commitment or expenditure (including pursuant to any joint venture) in excess of $250,000; or

(vi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the capital stock of the Company or any of its Subsidiaries or prohibits the issuance of guarantees by any Subsidiary of the Company;

Each Contract of the type described in clauses (i) through (vi) above is referred to herein as a “Material Contract.”

(b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and is in full force and effect and enforceable against the Company or its Subsidiary in accordance with its terms, (ii) to the Knowledge of the Company, each Material Contract is valid and binding on the other parties thereto, is in full force and effect and enforceable against such other party in accordance with its terms, (iii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Material Contract, (iv) neither the Company nor any of its Subsidiaries has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default or breach on the part of the Company or any of its Subsidiaries under any such Material Contract, (v) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract with respect to the termination, non-renewal or renegotiation in any material respects of the terms of, and otherwise has no Knowledge that such other party intends to terminate, not renew, or renegotiate in any material respects the terms of, any Material Contract.

(c) The Company has made available to Parent, as of the date of this Agreement, true, correct and complete copies of (including all amendments or modifications to), all Material Contracts.

Section 4.19  Finders or Brokers.  Except for Allen & Company LLC and Needham & Company (the fees of which shall be paid by the Company), neither the Company nor any of its Subsidiaries has engaged any investment banker, broker or finder in connection with the transactions contemplated by this Agreement. No investment banker, broker or finder or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or any commission in connection with or upon consummation of the Offer, the Merger or the other transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has provided to Parent a copy of the engagement letters of Allen & Company LLC and Needham & Company.

Section 4.20  Opinions of Financial Advisors.  The Board of Directors of the Company and the directors of the Company other than holders of Rollover Shares have received the opinions of Allen & Company LLC and Needham & Company, respectively, each dated as of the date of this Agreement, to the effect that, as of such date, the Offer Price to be received by the Company’s shareholders, other than holders of Rollover Shares, in the Offer and the Merger is fair, from a financial point of view, to such holders.

A-21

Section 4.21  State Takeover Statutes; Charter Provisions.  Assuming the accuracy of the representations and warranties in Sections 5.7 and 5.8, the Board of Directors of the Company has taken all actions necessary so that no anti-takeover statute or regulation, including any affiliate transaction or control share acquisition, in each case under the FBCA or other applicable laws of the State of Florida shall be applicable to the execution, delivery or performance of this Agreement, the Offer, the consummation of the Merger and the other transactions contemplated by this Agreement.

Section 4.22  No Other Information.  The Company acknowledges that neither Parent nor Merger Sub make any representations or warranties as to any matter whatsoever except as expressly set forth in Article V of this Agreement. The representations and warranties set forth in Article V of this Agreement are made solely by Parent and Merger Sub, and no Representative of Parent or Merger Sub shall have any responsibility or liability related or with respect thereto, except in the case of fraud or intentional misrepresentation.

ARTICLE V

Representations and Warranties of Parent and Merger Sub

Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), each of Parent and Merger Sub hereby represents and warrants to the Company as follows:

Section 5.1  Qualification; Organization.

(a) Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

(b) Each of Parent and Merger Sub is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, have or be reasonably expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement. The organizational or governing documents of Parent and Merger Sub, are in full force and effect. Neither Parent nor Merger Sub is in violation of its organizational or governing documents. A true and correct copy of the organizational or governing documents of Parent and Merger Sub have previously been provided to the Company.

Section 5.2  Authority Relative to This Agreement; No Violation.

(a) Each of Parent and Merger Sub has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors Parent and Merger Sub and no other proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law).

(b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”), no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement.

A-22

(c) The execution and delivery by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws.

Section 5.3  Disclosure Documents.

(a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.

(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.

Section 5.4  Available Funds.  Parent and Merger Sub, collectively, have available to them, and as of the Effective Time will have available to them, all funds necessary for the payment of the aggregate Offer Price and sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, and, in connection therewith, no portion of the aggregate Offer Price will be financed with the proceeds from indebtedness for borrowed funds (other than internal loans from the Funds or any of their Affiliates to Parent or Merger Sub, all of which are available as of the date hereof and will be available at the Acceptance Time and the Effective Time). Parent has received the executed Equity Commitment Letters, relating to the commitment of the Funds to provide cash funds that, together with the rollover commitments made in the Support Agreements, are sufficient to permit each of Parent and Merger Sub to fulfill its payment obligations under this Agreement, including payment of the Offer Price in the Offer and the Merger and related fees and expenses.

Section 5.5  Ownership and Operations of Merger Sub.  As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Section 5.6  Finders or Brokers.  Except for Stephens Inc., neither Parent nor any of its Subsidiaries has engaged any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who might be entitled to any fee or any commission in connection with or upon consummation of the Offer or the Merger or the other transactions contemplated hereby.

A-23

Section 5.7  Ownership of Shares.  Neither Parent nor Merger Sub, nor any of their Affiliates, owns any Shares, beneficially, of record or otherwise, as of the date hereof or at any time prior to the time that is immediately prior to the Expiration Date.

Section 5.8  Certain Arrangements.  Other than the Support Agreements, there are no Contracts between Parent or Merger Sub, on the one hand, and any member of the Company’s management or directors, on the other hand, as of the date hereof that relate in any way to the Company or the transactions contemplated by this Agreement. Prior to the Board approving this Agreement, the Offer, the Merger and the other transactions contemplated thereby for purposes of the applicable provisions of the FBCA, neither Parent nor Merger Sub, alone or together with any other person, was at any time, or became, an “interested shareholder” thereunder or has taken any action that would cause any anti-takeover statute under the FBCA to be applicable to this Agreement, the Offer, the Merger, or any transactions contemplated by this Agreement.

Section 5.9  Investigations; Litigation.  As of the date hereof, there are no (i) investigations or proceedings pending or, to the Knowledge of Parent or Merger Sub, threatened in writing by any Governmental Entity with respect to the Parent or any of its Subsidiaries, (ii) actions, suits or proceedings pending or, to the Knowledge of Parent or Merger Sub, threatened in writing against or affecting Parent or any of its Subsidiaries, or any of their respective properties, at Law or in equity, or (iii) orders, judgments or decrees of any Governmental Entity against Parent or any of its Subsidiaries, which, in the case of clauses (i), (ii) or (iii), individually or in the aggregate, would or would be reasonably expected to prevent or materially delay the consummation of the Offer or the Merger.

Section 5.10  No Other Information.  Parent and Merger Sub acknowledge that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in Article IV of this Agreement. The representations and warranties set forth in Article IV of this Agreement are made solely by the Company, and no Representative of the Company shall have any responsibility or liability related or with respect thereto, except in the case of fraud or intentional misrepresentation.

Section 5.11  Access to Information; Disclaimer.  Parent and Merger Sub each acknowledges and agrees that it (a) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV of this Agreement and that all other representations and warranties are specifically disclaimed.

ARTICLE VI

Covenants and Agreements

Section 6.1  Conduct of Business.

(a) From and after the date hereof and prior to the earlier of the Board Appointment Date and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 (the “Termination Date”, such time period, the “Interim Period”), and except (i) as may be otherwise required by applicable Law, (ii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), (iii) as expressly contemplated or permitted by this Agreement or (iv) as disclosed in Section 6.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to (1) conduct its business in all material respects in the ordinary course consistent with past practices, and (2) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and to retain the services of its key officers and key employees in each case, in all material respects; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 6.1(b).

A-24

(b) The Company agrees with Parent that during the Interim Period, except as set forth in Section 6.1(b) of the Company Disclosure Letter or as otherwise expressly contemplated or expressly permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

(i) adjust, split, combine or reclassify any capital stock or otherwise amend the terms of its capital stock;

(ii) make, declare, set aside, establish a record date for, or pay any dividend, or make any other distribution on (whether payable in cash, stock, property or a combination thereof), or directly or indirectly redeem, purchase or otherwise acquire, pledge or encumber, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except in connection with cashless exercises or similar transactions pursuant to the exercise of stock options or settlement of other awards or obligations outstanding as of the date hereof (or permitted hereunder to be granted after the date hereof); provided that this Section 6.1(b)(ii) shall not apply to dividends or distributions paid in cash by Subsidiaries to the Company or to dividends or distributions made to the Company or its wholly owned Subsidiaries;

(iii) issue or sell any additional shares of capital stock or other equity interests, any securities convertible into, or any rights, warrants or options to acquire, any such shares of capital stock or other equity interests, except pursuant to the exercise of stock options or settlement of other awards outstanding as of the date hereof (or permitted hereunder to be granted after the date hereof) and in accordance with the terms of such instruments.

(iv) purchase, sell, transfer, license, assign, mortgage, encumber, abandon, fail to maintain or otherwise dispose of any properties or assets having a value in excess of $100,000 in the aggregate (other than sales of inventory or non-exclusive licenses of Intellectual Property, or commodity, purchase, sale or hedging agreements, in each case in the ordinary course of business);

(v) make any capital expenditures (or authorize or commit to make any capital expenditures) that are not contemplated by the capital expenditure budget set forth in Section 6.1(b)(v) of the Company Disclosure Letter, having an aggregate value in excess of $250,000 for any twelve (12) consecutive month period;

(vi) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money (including the issuance of any debt security and the assumption or guarantee or the obligations of any Person), in each case in an amount in excess of $100,000 in the aggregate;

(vii) make any investment in excess of $100,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment or acquisition;

(viii) make any acquisition of any interest in another Person or business or division or assets thereof for consideration in excess of $100,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment or acquisition;

(ix) except to the extent required by Law or by Contracts in existence as of the date hereof that have been disclosed or made available to Parent or by the Company Benefit Plans, in accordance with the 2009 budget previously provided to Parent or in the ordinary course of business consistent with past practice, (A) grant or announce any incentive awards or increase the salaries, bonuses or other compensation and benefits payable by the Company or any of its Subsidiaries to any current or former employees, officers, directors or consultants of the Company or any such Subsidiary, (B) hire any new employees, unless such hiring is in the ordinary course of business consistent with past practice and is with respect to employees having an annual base salary and incentive compensation opportunity not to exceed $120,000, (C) pay or agree to pay any pension, retirement, termination or severance pay, bonus or other employee benefit not required by any existing Company Benefit Plan or other agreement or arrangement in effect on the date of this Agreement to any employee, officer, director or consultant of the Company or any of its Subsidiaries, (D) enter into or amend any employment, consulting, bonus, severance, retention, retirement or similar agreement, except for agreements for (x) newly

A-25

hired employees in the ordinary course of business consistent with past practice with an annual base salary and incentive compensation opportunity not to exceed $120,000 or (y) promoted employees in the ordinary course of business consistent with past practice, (E) amend or adopt any compensation or benefit plan, program, agreement or arrangement including any pension, retirement, profit-sharing, bonus or other employee benefit or welfare benefit plan (other than any such adoption or amendment that does not increase the cost to the Company or any of its Subsidiaries of maintaining the applicable compensation or benefit plan) with or for the benefit current or former employees, officers, directors or consultants of the Company or any such Subsidiary, or (F) accelerate the vesting of, or the lapsing of restrictions with respect to, any stock options or other stock-based compensation;

(x) compromise, settle or agree to settle any pending or threatened suit, action, claim, obligation, proceeding or investigation (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), or consent to the same, other than compromises, settlements or agreements in the ordinary course of business consistent with past practice that involve only the payment of monetary damages not in excess of $250,000 in the aggregate;

(xi) amend, change or waive any provision of its Articles of Incorporation or its By-laws or other equivalent organizational documents or, in the case of the Company, enter into any agreement with any of its shareholders in their capacity as such;

(xii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity (other than among wholly owned Subsidiaries);

(xiii) implement or adopt any material change in its financial accounting principles, practices or methods, other than as required by GAAP, applicable Law or regulatory guidelines;

(xiv) grant any Lien on any of its assets;

(xv) enter into any new line of business outside of its existing business segments;

(xvi) make, change or rescind any material Tax election, change an annual accounting period for Tax purposes, adopt or change any accounting method for Tax purposes, file an amendment to any material Tax Return, enter into any closing agreement, settle or compromise any material Tax claim or assessment relating to the Company or any of its Subsidiaries, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any similar action, if such election, adoption, change, amendment, agreement, settlement, consent or other action would have the effect of materially increasing the Tax liability of the Company or any of its Subsidiaries or materially decreasing any Tax attribute of the Company or any of its Subsidiaries (except to the extent that any such election, adoption, change, amendment, agreement, settlement, consent or other action or omission is required by Law);

(xvii) take any action intended to result in any of the conditions to the offer set forth on Annex A or to the Merger set forth in Article VII not being satisfied or intended to prevent, delay or impair the ability of the Company to consummate the Merger; or

(xviii) agree to take, make any commitment to take, enter into any letter of intent or agreement in principle with respect to or adopt any resolutions of its Board of Directors in support of, any of the actions prohibited by this Section 6.1(b).

(c) From and after the date hereof and prior to the earlier of the Board Appointment Date or the Termination Date, and except (i) as may be otherwise required by applicable Law, or (ii) as expressly contemplated or permitted by this Agreement, Parent and Merger Sub shall take no action which is intended to or which would reasonably be expected to adversely affect or delay the ability of any of the parties hereto from obtaining any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby, performing its covenants and agreements under this Agreement or consummating the transactions contemplated hereby or otherwise delay or prohibit consummation of Offer, the Merger or other transactions contemplated hereby.

A-26

Section 6.2  Solicitation.

(a) Subject to Section 6.2(b), (c) and (d), from the date hereof until the earlier of the Board Appointment Date or the Termination Date, the Company agrees that neither it nor any Subsidiary of the Company shall, and that it shall direct its respective officers, directors, employees, agents, advisors, Affiliates and other representatives (in each case, acting in their capacity as such (“Representatives”) not to, directly or indirectly, (i) initiate, solicit, propose, encourage or knowingly facilitate (including by providing information) any inquiries, proposals or offers with respect to, or the making or completion of, an Alternative Proposal or offer that would reasonably be expected to lead to an Alternative Proposal, (ii) engage, continue or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company or any of its Subsidiaries in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with any person relating to, an actual or proposed Alternative Proposal or offer that would reasonably be expected to lead to an Alternative Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Alternative Proposal or offer that would reasonably be expected to lead to an Alternative Proposal, (iii) to the extent permitted by applicable Law, grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, or otherwise knowingly facilitate any effort or attempt by any person to make an Alternative Proposal (including providing consent or authorization to make an Alternative Proposal to any officer or employee of the Company or to the Board (or any member thereof) pursuant to any Existing Confidentiality Agreement), (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal or offer that would reasonably be expected to lead to an Alternative Proposal, or (vi) resolve to propose or agree to do any of the foregoing; provided, however, it is understood and agreed that any determination or action by the Board expressly permitted under the terms and conditions of Section 6.2(b), (c) or (d), or Section 8.1(c)(ii), shall not be deemed to be a breach or violation of this Section 6.2(a). Subject to Section 6.2(b), (c) and (d), from and after the date hereof, the Company shall, shall cause each of its Subsidiaries to, and shall direct each of its Representatives to, immediately cease any solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Proposal, in each case that exist as of the date hereof.

(b) Notwithstanding anything to the contrary in Section 6.2(a), at any time prior to the earlier of the Acceptance Time or the Company Shareholder Approval, the Company may, in response to an unsolicited Alternative Proposal which did not result from or arise in connection with a knowing or intentional breach of Section 6.2(a) and which the Board determines, in good faith, (i) after consultation with outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Laws, and (ii) after consultation with its outside counsel and financial advisors, constitutes or would reasonably be expected to lead to a Superior Proposal, (x) furnish non-public information with respect to the Company and its Subsidiaries to the person making such Alternative Proposal and its Representatives pursuant to one or more customary confidentiality agreements with standstill provisions identical in all substantive respects and otherwise not materially less favorable in the aggregate to the Company than the Confidentiality Agreement, and (y) participate in discussions or negotiations with such person and its Representatives regarding such Alternative Proposal; provided that the Company shall have complied with the terms and conditions of Section 6.2 including this Section 6.2(b) and shall substantially concurrently make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided to any person making such Alternative Proposal and that was not previously made available to Parent.

(c) Neither the Board of Directors of the Company nor any committee thereof shall (i) withhold, withdraw (or not continue to make), qualify or modify in a manner adverse to Parent or Merger Sub, or publicly propose to withhold, withdraw (or not continue to make), qualify or modify in a manner adverse to Parent or Merger Sub, the Recommendation, (ii) adopt, approve or recommend, or publicly propose to adopt, approve, endorse or recommend, any Alternative Proposal, (iii) subject to Section 6.2(d), fail to publicly recommend against any Alternative Proposal (other than an Alternative Proposal described in clause (iv) below for which the Company shall have 10 Business Days) or (y) fail to publicly reaffirm the Recommendation, in each case of (x) and (y) within two (2) Business Days after Parent so requests in writing; provided that Parent may make such request no more than two (2) times, (iv) subject to Section 6.2(d), fail to recommend against any Alternative Proposal subject to

A-27

Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Alternative Proposal, (iv) fail to include the Recommendation in the Offer Documents, (v) enter into any letter of intent, memorandum of understanding or similar document or Contract relating to any Alternative Proposal (other than any confidentiality agreement entered into in accordance with Section 6.2(b)) or (vi) take any other action or make any other public statement that is inconsistent with the Recommendation (any action described in clauses (i) through (vi), an “Adverse Recommendation Change”); provided that the Company may terminate this Agreement in accordance with Section 8.1(c)(ii). Notwithstanding the foregoing, but subject to Section 8.3(a), if, prior to the earlier of the Acceptance Time or the Company Shareholder Approval, the Board determines in good faith after consultation with its outside legal counsel and financial advisors that failure to make an Adverse Recommendation Change would be inconsistent with the Board’s exercise of its fiduciary duties, the Board or any committee thereof may make an Adverse Recommendation Change.

(d) Nothing contained in this Agreement shall prohibit the Company or the Board from (i) disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or making any required disclosure to the Company’s shareholders if, in the good faith judgment of the Board, after consultation with its outside counsel, failure to disclose such information would reasonably be expected to violate its obligations under applicable Law; provided that any such disclosure (other than a “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Recommendation within two (2) Business Days following a written request by Parent, or (ii) making any “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

(e) From and after the date hereof until the earlier of the Board Appointment Date or the Termination Date, the Company shall promptly advise Parent orally (and in any event within 48 hours) and subsequently in writing of (x) any Alternative Proposal, (y) any request for non-public information relating to the Company or its Subsidiaries, other than requests for information not reasonably expected to be related to an Alternative Proposal, and (z) any inquiry or request for discussion or negotiation regarding an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or indication or inquiry and the material terms of any such Alternative Proposal or indication or inquiry (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). The Company shall keep Parent reasonably informed on a reasonably current basis of the status and terms (including any material changes to the terms thereof) of any such Alternative Proposal or indication or inquiry (including, if applicable, any revised copies of any written requests, proposals or offers) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously stated.

(f) The approval of the Board for purposes of causing any Takeover Statute to be inapplicable to the transactions contemplated by this Agreement shall be irrevocable and no Adverse Recommendation Change shall change the approval of the Board for purposes of causing any Takeover Statute to be inapplicable to the transactions contemplated by this Agreement. To the extent Parent and/or the Company believes that there has been a breach of the standstill provisions of any Existing Confidentiality Agreement by the counterparty thereto or receives written notice of an anticipated breach of such standstill provisions, the Company shall take all necessary actions to enforce such Existing Confidentiality Agreement.

(g) As used in this Agreement, “Alternative Proposal” shall mean any inquiry, proposal or offer from any Person or group of Persons other than Parent or one of its Subsidiaries for (i) a merger, reorganization, consolidation, sale of assets, share exchange, business combination, joint venture, recapitalization, liquidation, dissolution or similar transaction involving an acquisition of the Company (or any Subsidiary or Subsidiaries of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole), (ii) the acquisition in any manner, directly or indirectly, of over 20% of the equity securities (by vote or value) or consolidated total assets of the Company and its Subsidiaries, in each case other than the Merger, or (iii) the acquisition (whether by merger, consolidation, equity investment, share exchange, joint venture or otherwise) by any third party, directly or indirectly, of any entity that holds assets representing, directly or indirectly, 20% or more of the net revenues, net income or assets of the Company and Subsidiaries of the Company, taken as a whole, (iv) any tender offer or exchange offer, as such terms are defined under the Exchange Act, that, if

A-28

consummated, would result in any third party beneficially owning 20% or more of the outstanding Shares and any other voting securities of the Company, or (v) any combination of the foregoing.

(h) As used in this Agreement, “Superior Proposal” shall mean any bona fide written Alternative Proposal on terms which the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders of Shares than the transactions provided for in this Agreement (after taking into account the expected timing and risk of consummation), taking into account, among other things, all the terms, conditions, impact and all legal, financing and regulatory aspects, shareholder litigation, break up fee and expense reimbursement provisions and other events or circumstances beyond the control of the party invoking the condition of such proposal (in each case taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of determination); provided that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Alternative Proposal shall be deemed to be references to “50%.”

(i) The Company agrees that in the event any Company Representative acting on behalf of the Company takes any action which, if taken by the Company, would constitute a breach of this Section 6.2, then the Company shall be deemed to be in breach of this Section 6.2 for all purposes of this Agreement.

Section 6.3  Filings; Other Actions.

(a) As promptly as reasonably practicable after consummation of the Offer, if required, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

(b) If, at any time following the Acceptance Time, Parent, Merger Sub and any other Subsidiary of Parent shall collectively own at least 80% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of shareholders of the Company in accordance with Section 607-1104 of Florida Law (such actions, the “Requisite Short-Form Merger”).

A-29

(c) Subject to the other provisions of this Agreement, if a shareholder vote is required for consummation of the Merger, the Company shall take all action necessary in accordance with the FBCA and the Articles of Incorporation and the by-laws of the Company (the “By-laws”) to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable after consummation of the Offer to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (such meeting or any adjournment or postponement thereof, the “Company Meeting”). At the Company Meeting, (i) Parent and its Subsidiaries will vote all Shares owned by them or as to which they have been granted a proxy in favor of approval and adoption of this Agreement, and (ii) Parent and the Company will use reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby, and (iii) the Company will be entitled to adjourn or postpone the Company Shareholders Meeting one (1) time (and will postpone or adjourn the Company Shareholders Meeting one (1) time at the written request of Parent), provided that any such adjournment or postponement shall be no longer than 30 days after the originally scheduled meeting date.

Section 6.4  Efforts.

(a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities.

(b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby.

(c) Each of Parent and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in

A-30

connection with the Merger and the transactions contemplated by this Agreement. Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Offer, the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such Merger or transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate.

(d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.4, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or any other transaction contemplated hereby.

(e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Offer, the Merger and the transactions contemplated thereby, including (i) the Sherman Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Section 6.5  Takeover Statute.  If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Offer, the Merger, the Top-Up Option or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the Offer, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate if possible, and otherwise to minimize, the effects of such statute or regulation on the Offer, the Merger, the Top-Up Option and the other transactions contemplated hereby.

Section 6.6  Public Announcements.  Until the Board Appointment Date, the Company and Parent will consult with and provide each other the reasonable opportunity to review and comment upon any press release or other public statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement or the transactions contemplated herein and shall not issue any such press release or other public statement or comment prior to such consultation except as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange. Parent and the Company agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of Parent and the Company.

Section 6.7  Indemnification and Insurance.

(a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other

A-31

organization documents or in any agreement shall survive the Offer or the Merger and shall continue in full force and effect. Parent and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect as of the date hereof, and shall not for a period of six (6) years from the Closing Date amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries and all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim.

(b) From and after the Board Appointment Date, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any Action or omission occurring or alleged to have occurred whether before or after the Board Appointment Date in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of the Company or any of its Subsidiaries or any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries.

(c) For a period of six (6) years from the Board Appointment Date, Parent shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries or provide substitute policies or purchase or cause the Surviving Corporation to purchase a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Board Appointment Date; provided, however, that after the Board Appointment Date, Parent shall not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 250% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided, further, that if the Surviving Corporation is unable to obtain the insurance otherwise required by this Section 6.7(c), it shall purchase the maximum amount of coverage that can be obtained for 250% of such last annual premium, in respect of each policy year within such period. At the Company’s option, the Company may purchase prior to the Board Appointment Date, a six-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Board Appointment Date, covering without limitation the transactions contemplated hereby. If such tail prepaid policy has been obtained by the Company prior to the Board Appointment Date, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.

(d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Articles of Incorporation, the By-laws or other similar organization documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification agreement or arrangement, the FBCA or otherwise (it being agreed that no such document may be amended after the Board Appointment Date in any manner that adversely affects the rights of any Indemnified Person). The provisions of this Section 6.7 shall survive the consummation of the Offer or the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties and their heirs and legal representatives.

(e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Corporation or entity in

A-32

such consolidation or merger or (ii) transfers 50% or more of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.7. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.7 is not prior to, or in substitution for, any such claims under any such policies.

Section 6.8  Access; Confidentiality.  The Company shall afford to Parent, and to Parent’s Representatives, access during normal business hours and on reasonable notice during the Interim Period to all of its and its Subsidiaries’ properties, Contracts, books and records and to those officers, employees and agents of the Company to whom Parent reasonably requests access, and, during such period, the Company shall furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ business, properties, Contracts, assets, liabilities, personnel and financial information and other aspects of the Company and its Subsidiaries as Parent may reasonably request. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its Representatives to hold, all information received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. Notwithstanding the foregoing, no Person shall be required by this Section 6.8 to provide any other party or such party’s representatives with any information that such party reasonably believes it may not provide to any other party by reason of applicable Law which constitutes information protected by attorney/client privilege; provided that the Company shall take reasonable steps to permit inspection of or to disclose non-privileged information on a basis that does not compromise such privilege. For purposes of the Confidentiality Agreement, the execution of this Agreement by the Company shall constitute written consent by the Company to Parent, Merger, Sub and their Representatives to take all actions permitted or contemplated by this Agreement including, but not limited to, Section 8.1(c)(ii).

Section 6.9  Notification of Certain Matters.  The Company shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer or Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Offer or the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby, or (iii) the occurrence, or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any Party to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 6.9 shall not be taken into account for purposes of determining whether the condition referred to in Paragraph D of Annex A shall have been satisfied.

Section 6.10  Rule 16b-3.  Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.11  Control of Operations.  Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations prior to the Board Appointment Date, and (ii) prior to the Board Appointment Date, the Company shall exercise, subject to the terms and conditions of this Agreement, complete control and supervision over its operations.

A-33

Section 6.12  Certain Transfer Taxes.  Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Offer or Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of shareholders of the Company.

Section 6.13  Obligations of Merger Sub and the Surviving Corporation.  Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement.

Section 6.14  Shareholder Litigation.  The Company shall control, and the Company shall give Parent the opportunity to participate in the defense of any litigation brought by shareholders of the Company against the Company and/or its directors relating to the transactions contemplated by this Agreement; provided, however, that the Company shall not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation, or consent to the same without the prior written consent of Parent.

Section 6.15  Stock Exchange De-listing.  Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the Nasdaq to cause the delisting of the Company of the Shares from the Nasdaq as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act as promptly as practicable after such delisting.

Section 6.16  Rule 14d-10(d) Matters.  Prior to the Acceptance Time and to the extent permitted by Law, the Company (acting through its Board, compensation committee or its independent directors, to the extent required) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries on or after the date hereof with any of the Covered Securityholders pursuant to which compensation is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to otherwise satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Section 6.17  FIRPTA Certificate.  On the Closing Date, the Company shall provide to Parent an affidavit, dated as of the Closing Date, signed under penalty of perjury, and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(f) and Section 897 of the Code, so that Parent is exempt from withholding any portion of the aggregate consideration with respect to the Merger under Section 1445 of the Code.

ARTICLE VII

Conditions to the Merger

Section 7.1  Conditions to Each Party’s Obligation to Effect the Merger.  The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:

(a) this Agreement shall have been approved and adopted, if required, by the requisite vote of the shareholders of the Company;

(b) No Governmental Entity of competent jurisdiction shall have enacted, issued or entered any restraining order, preliminary or permanent injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits consummation of the Merger; and

(c) Merger Sub shall have purchased Shares pursuant to the Offer.

Section 7.2  Frustration of Closing Conditions.  Neither the Company nor Parent may rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, as the case may be, to be satisfied if such failure was caused in any material respect by such party’s breach of any provision of this Agreement or failure to use such efforts to consummate the Merger and the other transactions contemplated hereby as required by Section 6.4.

A-34

ARTICLE VIII

Termination

Section 8.1  Termination or Abandonment.  Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company:

(a) by the mutual written consent of the Company and Parent;

(b) by either the Company or Parent, if:

(i) the Offer has not been consummated by the date that is nine months from the date hereof (the “Outside Date”); provided; however, that no party may terminate this Agreement pursuant to this clause (i) if such party’s failure to fulfill any of its obligations under this Agreement shall have proximately caused the Offer not to have been consummated on or before said date;

(ii) if any court of competent jurisdiction shall have issued or entered an injunction or similar legal restraint or order permanently enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such injunction, legal restraint or order shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used such efforts as may be required by Section 6.4 to prevent, oppose and remove such injunction; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall not be available to any Party whose breach of any provision of this Agreement results in the imposition of any such injunction or similar legal restraint or the failure of such injunction or similar legal restraint to be resisted, resolved or lifted, as applicable; or

(c) by the Company, if:

(i) prior to the consummation of the Offer, Parent or Merger Sub shall have (x) breached or failed to perform in any material respect any of its covenants or obligations required to be performed by it under this Agreement or (y) breached any of its representations or warranties, which breach or failure would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger and is either incurable or, if curable, is not cured by Parent and/or Merger Sub by the earlier of (A) 30 days following receipt by Parent of written notice of such breach or failure and (B) the Outside Date; provided, at the time of the delivery of such written notice, the Company shall not be in material breach of its obligations under this Agreement;

(ii) in order to enter into a transaction that is a Superior Proposal, if prior to the Acceptance Time, (A) the Board has received a Superior Proposal that is not withdrawn, (B) the Board has determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that failure to terminate this Agreement in order to enter into a Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Laws, (C) the Company shall have complied with its obligations under Section 6.2, (D) the Company has given Parent at least 3 Business Days (the “Notice Period”) advance written notice that, absent any revisions to the terms and conditions of this Agreement, the Company will terminate this Agreement pursuant to this Section 8.1(c)(ii) and included with such notice the identity of the person making such Superior Proposal and the most current written agreement relating to the transaction that constitutes such Superior Proposal, (E) prior to effecting such termination, the Company shall, and shall cause its legal advisors to, during the Notice Period (1) negotiate with Parent and the Parent Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement, so that such Alternative Proposal would cease to constitute a Superior Proposal, and (2) permit Parent and the Parent Representatives to make a presentation to the Board (which may be telephonic) regarding this Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation); provided, that in the event of any material revisions to the Alternative Proposal that the Board has determined to be a Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 8.1(c)(ii) with respect to such new written notice; (F) at least 3 Business Days following receipt by Parent of the notice referred to in clause (D) above and after taking into account any revised proposal made by Parent since receipt of such notice, the Board shall have determined in good faith that

A-35

such revised proposal is not at least as favorable from a financial point of view to the holders of Shares than such Superior Proposal, taking into account all the terms and conditions of such proposal; and (G) prior to or concurrently with such termination, the Company pays the fee due under Section 8.3 and any attempted termination by the Company pursuant to this Section 8.1(c)(ii) without such prior or concurrent payment will be deemed null and void; or

(iii) (A) Merger Sub fails to commence the Offer within the time required by Section 1.1(a) or terminates or makes any change to the Offer in material violation of the terms of this Agreement or (B) at any Expiration Date, Merger Sub shall fail to accept for payment and pay for Shares validly tendered and not withdrawn in the Offer subject to the terms of and in accordance with Section 1.1(a) and at such time all of the conditions set forth on Annex A are satisfied or no subsequent Expiration Date is established pursuant to an authorized extension of the Offer;

(d) by Parent, if:

(i) prior to the consummation of the Offer, there shall have been a breach of any representation or warranty on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue in either case such that the condition set forth in paragraph (iii)(b) of Annex A would not be satisfied or would be incapable of being satisfied by the earlier of (A) 30 days following receipt by Company of written notice of such breach or (B) the Outside Date;

(ii) there shall have been a breach or breaches by the Company of its covenants or agreements hereunder that remains uncured, or is incapable of being cured, within twenty (20) Business Days following written notice thereof from Parent and Merger Sub such that the condition set forth in paragraph (iii)(c) of Annex A would not be satisfied or would be incapable of being satisfied by the earlier of (A) 30 days following receipt by Company of written notice of such breach or (B) the Outside Date;

(iii) the Company gives Parent the notification contemplated by Section 8.1(c)(ii)(D);

(iv) the Board shall have made an Adverse Recommendation Change or the Company shall have breached in any material respect its obligations under Section 6.2;

(v) as of any Expiration Date subsequent to the later of the 120th Business Day following the commencement of the Offer and the 30th Business Day following the satisfaction of clause (B) of this clause (v), (A) the Minimum Condition shall not have been satisfied, but all other conditions of the offer set forth on Annex A shall have been satisfied and (B) the Parent in good faith believes that the SEC has concluded its review of the Schedule TO, Schedule 13E-3, and Schedule 14D-9; or

(vi) Parent tenders the Parent Termination Fee to the Company by wire transfer of the same day funds to one or more accounts designated by the Company in Section 8.1(d)(vi) of the Company Disclosure Letter.

Section 8.2  Effect of Termination.  In the event of termination of this Agreement pursuant to Section 8.1, then subject to the payment of fees and expenses to the extent required by Section 8.3 this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of the Company, Parent, Merger Sub or their respective Subsidiaries or Affiliates, except that the Confidentiality Agreement and the provisions of Sections 8.3, 9.2, 9.4, 9.5 and 9.6 will survive the termination hereof; provided, however, that nothing herein shall relieve any party from liability for willful breach of this Agreement, subject only, with respect to any such liabilities of Parent Group, to Section 8.3(c)(iii) and 8.3(f) hereof. Notwithstanding the foregoing, in no event shall any party be liable for punitive damages.

Section 8.3  Termination Fees.

(a) Company Termination Fee.  In the event that:

(i) (A) a bona fide Alternative Proposal shall have been made known to the Company, the Board, or senior management of the Company, or shall have been made directly to the shareholders of the Company or any person shall have publicly announced a bona fide intention (not subsequently withdrawn) to make an Alternative Proposal and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) at a time when Parent would

A-36

have been entitled to terminate this Agreement pursuant to Section 8.1(b)(i) or by Parent pursuant to 8.1(d)(ii) or 8.1(d)(v) and (B) the Company enters into a letter of intent, agreement in principle, acquisition agreement or other definitive agreement with respect to an Alternative Proposal, or consummates an Alternative Proposal, within twelve (12) months of the date this Agreement is terminated (provided that for purposes of this Section 8.3(a)(i), the references to “20%” in the definition of Alternative Proposal shall be deemed to be references to “50%”); or

(ii) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii); or

(iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(iii) or Section 8.1(d)(iv).

then in any such event under clause (i), (ii) or (iii) of this Section 8.3(a), the Company shall pay to Parent or an Affiliate of Parent designated in writing by Parent (“Payee”) a termination fee of $30,000,000 in cash (the “Termination Fee”), it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion.

(b) Payment of Company Termination Fee.  Any payment required to be made pursuant to clause (i) of Section 8.3(a) shall be made to Payee on the date an Alternative Proposal is consummated or any such letter is exercised or agreement is entered into (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment) less the amount of any Parent Expenses previously paid to Parent pursuant to Section 8.3(d), if any; any payment required to be made pursuant to clause (ii) of Section 8.3(a) shall be made to Payee concurrently with, and as a condition to the effectiveness of, the termination of this Agreement; any payment required to be made pursuant to clause (iii) of Section 8.3(a) shall be made to Payee promptly following termination of this Agreement (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); and in each case such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent.

(c) Parent Termination Fee.

(i) In the event this Agreement is terminated by Parent pursuant to Section 8.1(d)(vi), Parent shall tender or cause to be tendered the Parent Termination Fee to the Company prior to or concurrently with such termination, by wire transfer of same day funds to one or more accounts designated by the Company.

(ii) For the avoidance of doubt, in no event shall Parent be obligated to pay, or cause to be paid, the Parent Termination Fee on more than one occasion.

(iii) If Parent becomes obligated to pay the Parent Termination Fee pursuant to this Section 8.3(c), the Company agrees that its right to receive the Parent Termination Fee from Parent shall be its sole and exclusive remedy against Parent and the Parent Group and, upon payment of the Parent Termination Fee, neither Parent nor any member of the Parent Group shall have any liability or obligation to the Company relating to or arising out of this Agreement, the Limited Guarantee, the Second Equity Commitment Letter or the transactions contemplated hereby.

(d) Expense Reimbursement.  In the event this Agreement is terminated by Parent pursuant to Section 8.1(d)(v) under circumstances in which the Company Termination Fee is not then payable pursuant to Section 8.3(a), then the Company shall, following receipt of an invoice therefor, promptly (in any event within two (2) Business Days) pay all of Parent’s reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (the “Parent Expenses”), which amount shall in no event exceed $3,000,000 in the aggregate, by wire transfer of same day funds to one or more accounts designated by Parent; provided, that the existence of circumstances which could require the Company Termination Fee to become subsequently payable by the Company pursuant to Section 8.3(b) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 8.3(d); provided, further, that the payment by the Company of Parent Expenses pursuant to this Section 8.3(d) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.3(b) except to the extent indicated in Section 8.3(b).

A-37

(e) Acknowledgement.  Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement; (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or a Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.3(a) or Section 8.3(c) are not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and Merger Sub or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision; and (iii) without the agreements contained in this Section 8.3, the Parties would not have entered into this Agreement. Accordingly, if the Company fails to promptly pay any amount due pursuant to Section 8.3(a) or Section 8.3(d) or if Parent fails to promptly pay any amount due pursuant to Section 8.3(c) and, in order to obtain such payment, Parent or the Company, as the case may be, commences a suit that results in a judgment against the Company for the amount set forth in Section 8.3(a) or Section 8.3(d) or any portion thereof, or a judgment against Parent for the amount set forth in Section 8.3(c) or any portion thereof, the Company shall pay to Parent, or Parent shall pay to the Company, as the case may be, costs and expenses (including attorneys’ fees) incurred by the prevailing Party and its Affiliates in connection with such suit, together with interest on the amount of such amount or portion thereof at the prime rate of Citibank N.A. in effect on the date such payment was required to be made through the date of payment.

(f) Limitations on Liabilities.

(i) Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Parent Group for damages or otherwise shall be limited to $570,800,000 (the “Parent Liability Cap”). In no event shall the Company or its Affiliates seek or permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member of the Parent Group other than Parent in connection with this Agreement or the transactions contemplated hereby; provided that the parties agree that subject to the terms and conditions of the Second Equity Commitment Letter and all of the terms, conditions and limitations of the Limited Guarantee, the Company can cause each of the Funds to provide funds to Parent to the extent provided in the Second Equity Commitment Letter which shall in no event exceed the Parent Liability Cap. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any member of the Parent Group (other than Parent to the extent provided in this Agreement and the Limited Guarantee), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Funds or any other member of the Parent Group, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to cause each of the Funds (but not any other member of the Parent Group (including any general partner or managing member)) to fund to Parent its commitment to the extent provided in the Second Equity Commitment Letter, subject to the terms and conditions thereof and all of the terms, conditions and limitations of the Limited Guarantee including the Parent Liability Cap and the other limitations described therein. Recourse against the Funds under the Second Equity Commitment Letter, subject to the amount of the Parent Liability Cap and all of the terms, conditions and limitations of the Limited Guarantee shall be the sole and exclusive remedy of the Company and its Affiliates against the Funds and any other member of the Parent Group (other than Parent to the extent provided in this Agreement) in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated hereby. The Company acknowledges that both Parent and Merger Sub are newly-formed companies and do not have any material assets except in connection with this Agreement and the Equity Commitment Letters. The Company specifically acknowledges the separate corporate existence of each of Parent and Merger Sub. The liabilities of the Parent Group referred to in this paragraph shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, subject to the Parent Liability Cap and to the extent proven, the benefit of the bargain lost by the Company’s shareholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be damages of the Company.

A-38

(ii) The provisions of this Section 8.3(f) are intended to be for the benefit of, and shall be enforceable by, the Company and each member of the Parent Group.

ARTICLE IX

Miscellaneous

Section 9.1  No Survival of Representations and Warranties.  None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the occurrence of the Merger.

Section 9.2  Expenses.  Whether or not the Offer and Merger are consummated, and except as set forth in Section 8.3, all costs and expenses incurred in connection with the Offer and Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such expenses, except expenses incurred in connection with the printing, filing and mailing of the Company Proxy Statement (including applicable SEC filing fees) and all fees paid in respect of any HSR Act or other regulatory filing shall be borne one-half by the Company and one-half by Parent.

Section 9.3  Counterparts; Effectiveness.  This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email or otherwise) to the other parties.

Section 9.4  Governing Law.  This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, the Equity Commitment Letters, the Limited Guarantee or the negotiation, execution or performance hereof or thereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware except matters relating to the fiduciary duties of the Board and internal corporate affairs and the Company shall be governed by the laws of the State of Florida.

Section 9.5  Specific Performance; Jurisdiction; Enforcement.  (a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the parties hereto in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and the Second Equity Commitment Letter by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and this right shall include the right of the Company to cause Parent and Merger Sub to fully enforce the terms of the Second Equity Commitment Letter against the Funds to the fullest extent permissible pursuant to the Second Equity Commitment Letter and applicable Laws and to thereafter cause the Offer, the Merger and the transactions contemplated by the Merger to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Each of the parties hereto hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such Action is pending, plus twenty (20) Business Days or (y) such other time period established by the Delaware court presiding over such Action.

(b) (i) The Company hereby agrees that, except as provided in Section 9.5(b)(ii) below, specific performance shall be its sole and exclusive remedy (but for the avoidance of doubt, the Company may plead or otherwise seek monetary damages in the alternative) with respect to breaches by Parent or Merger Sub or any other Person or otherwise in connection with this Agreement or the transactions contemplated hereby and, except as provided in Section 9.5(b)(ii) below, that it may not seek or accept any other form of relief that may be available for breach

A-39

under this Agreement, the Second Equity Commitment Letter or the Limited Guarantee or otherwise in connection with this Agreement or the transactions contemplated hereby (including monetary damages).

(ii) If a court of competent jurisdiction has declined to specifically enforce the obligations of Parent and Merger Sub to consummate the Merger pursuant to a claim for specific performance brought against Parent and Merger Sub pursuant to this Section 9.5 the Company may pursue any other remedy available to it at law or in equity, including monetary damages. If such a court has granted an award of damages for such alleged breach against Parent, the Company may enforce such award and accept damages for such alleged breach (which Parent agrees shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, subject to the Parent Liability Cap and to the extent proven, the benefit of the bargain lost by the Company’s shareholders (taking into consideration relevant matters, including other combination opportunities and the time value of money)) only if, within two (2) weeks following such award, Parent and Merger Sub have not consummated the Offer and the Merger. In addition, the Company agrees to cause any legal action or proceeding still pending to be dismissed with prejudice at such time as Parent and Merger Sub consummate the Offer and the Merger.

(c) In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement, the Equity Commitment Letters and the Limited Guarantee and the rights and obligations arising hereunder and thereunder, or for recognition and enforcement of any judgment in respect of this Agreement, the Equity Commitment Letters and the Limited Guarantee and the rights and obligations arising hereunder or thereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement, the Equity Commitment Letters and the Limited Guarantee or any of the transactions contemplated by this Agreement or the Equity Commitment Letters in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement or the Equity Commitment Letters and the Limited Guarantee, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.5, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, the Equity Commitment Letters and the Limited Guarantee, or the subject matter hereof or thereof, may not be enforced in or by such courts. Each of the parties hereto irrevocably consents to the service of process out of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any such action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to it its address set forth in Section 9.7 of this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

Section 9.6  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EQUITY COMMITMENT LETTERS AND THE LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 9.7  Notices.  Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable overnight delivery service (with proof of

A-40

service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

To Parent or Merger Sub:

c/o BEN Holdings, Inc.
601 Lexington Avenue, 53rd Floor
New York, New York 10022
Telecopy: 212-646-7242

Attention: Mitch Truwit

with copies to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telecopy: 212-446-6460
Attention: Kirk A. Radke
Kim Taylor
Susan J. Zachman

To the Company:

Bankrate, Inc.
11760 U.S. Highway One, Suite 200
North Palm Beach, Florida 33408
Telecopy: (917) 368-8611
Attention: Edward J. DiMaria

with a copy to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telecopy: (212) 403-2000
Attention: Lawrence S. Makow
David E. Shapiro

or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Any party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this Section 9.7; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address or facsimile of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 9.8  Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that Merger Sub may assign, in its sole discretion, any of or all of its rights, interest and obligations under this Agreement to Parent or to any direct or indirect wholly owned subsidiary of Parent and to any parties providing debt financing to the Surviving Corporation for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such debt financing, but no such assignment shall relieve Merger Sub of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Parent shall cause Merger Sub, and any assignee thereof, to perform its obligations under this Agreement and shall be responsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

A-41

Section 9.9  Severability.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 9.10  Entire Agreement; Benefit.  This Agreement (including the exhibits and letters hereto), the Equity Commitment Letters, the Confidentiality Agreement, the Limited Guarantee and the Support Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement is not intended to grant and does not grant standing to any person other than the parties except, following the Effective Time, for the provisions of Section 6.7. The representations and warranties set forth in Articles 4 and 5 and the covenants set forth in Section 6.1 have been made solely for the benefit of the parties to this Agreement and (a) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (b) have been qualified by reference to the Company Disclosure Letter and the Parent Disclosure Letter, each of which contains certain disclosures that are not reflected in the text of this Agreement; and (c) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.

Section 9.11  Amendments; Waivers.  At any time prior to the Effective Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after receipt of Company Shareholder Approval (if any), if any such amendment or waiver shall by applicable Law or in accordance with the rules and regulations of the Nasdaq Global Select Market require further approval of the shareholders of the Company, the effectiveness of such amendment or waiver shall be subject to the approval of the shareholders of the Company. Notwithstanding the foregoing, no failure or delay by the Company or Parent in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 9.12  Headings.  Headings of the Articles and Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.13  Interpretation.  When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to mean “and/or.” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

A-42

Section 9.14  Certain Definitions.  For purposes of this Agreement, the following terms will have the following meanings when used herein:

(a) “Affiliates” shall mean, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise.

(b) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which the banks in New York or Florida are authorized by Law or executive order to be closed.

(c) “Company Stock Plans” means the Bankrate, Inc. 2008 Equity Compensation Plan, the Bankrate, Inc. 1997 Equity Compensation Plan, as amended and the Bankrate, Inc. Second Amended and Restated 1999 Equity Compensation Plan.

(d) “Confidentiality Agreement” means the confidentiality agreement, dated as of June 5, 2009, by and between Apax Partners, L.P. and the Company.

(e) “Contracts” means any contracts, agreements, licenses, notes, bonds, mortgages, indentures, commitments, leases or other instruments or obligations, whether written or oral.

(f) “Knowledge” or “Known” means (i) with respect to Parent or Merger Sub, the actual knowledge of the individuals listed on Section 9.14(f)(i) of the Parent Disclosure Letter and (ii) with respect to the Company, the actual knowledge of the individuals listed on Section 9.14(f)(ii) of the Company Disclosure Letter.

(g) “orders” means any orders, judgments, injunctions, awards, decrees or writs handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity.

(h) “Parent Group” shall mean, collectively, Parent, the Funds or any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

(i) “Parent Termination Fee” shall mean an amount in cash equal to $570,800,000.

(j) “person” or “Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including, without limitation, a Governmental Entity, and any permitted successors and assigns of such person

(k) “Subsidiaries” of any party shall mean any corporation, partnership, association, trust or other form of legal entity of which (i) more than 50% of the outstanding voting securities are on the date hereof directly or indirectly owned by such party, or (ii) such party or any Subsidiary of such party is the general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership)

(l) Each of the following terms is defined on the page set forth opposite such term:

Acceptance Time	Section 1.3(a)
Action	Section 6.7(b)
Adverse Recommendation Change	Section 6.2(c)
Affiliate Transaction	Section 4.10
Affiliates	Section 9.14
Agreement	Preamble
Alternative Proposal	Section 6.2(f)

A-43

Arrangements	Section 4.9(d)
Articles of Incorporation	Section 2.5(a)
Articles of Merger	Section 2.3
Board	Recitals
Board Appointment Date	Section 1.3(a)
Book-Entry Shares	Section 3.2(b)(i)
Business Day	Section 9.14(b)
By-laws	Section 6.3(c)
Cancelled Shares	Section 3.1(b)
Certificate	Section 3.2(b)(i)
Certificates	Section 3.2(b)(i)
Closing	Section 2.2
Closing Date	Section 2.2
COBRA	Section 4.9(c)
Code	Section 3.2(b)(iii)
Company	Preamble
Company Approvals	Section 4.4(b)
Company Benefit Plans	Section 4.9(a)
Company Disclosure Documents	Section 4.6(a)
Company Disclosure Letter	Article IV
Company Material Adverse Effect	Section 4.1(c)
Company Meeting	Section 6.3(c)
Company Permits	Section 4.8(b)
Company Proxy Statement	Section 4.6(a)
Company Restricted Shares	Section 3.3(b)
Company SEC Documents	Section 4.5(a)
Company Shareholder Approval	Section 4.17
Company Stock Option	Section 3.3(a)
Company Stock Plans	Section 9.14(c)
Confidentiality Agreement	Section 9.14)(d)
Contracts	Section 9.14(e)
control	Section 9.14(a)
Covered Securityholders	Section 4.9(d)
Dissenting Shares	Section 3.1(e)
Dissenting Shareholders	Section 3.1(e)
Effective Time	Section 2.3
ERISA	Section 4.9(a)
ERISA Affiliate	Section 4.9(c)
Equity Commitment Letters	Recitals
Exchange Act	Section 1.1(a)
Exchange Fund	Section 3.2(a)
Excluded Shares	Section 3.1(e)
Existing Confidentiality Agreements	Section 4.22
Expiration Date	Section 1.1(c)
FBCA	Recitals

A-44

FCPA	Section 4.8(d)
First Equity Commitment Letter	Recitals
Filed SEC Documents	Article IV
GAAP	Section 4.5(b)
Governmental Entity	Section 4.4(b)
HSR Act	Section 4.4(b)
Independent Incumbent Directors	Section 1.3(a)
Indemnified Party	Section 6.7(b)
Intellectual Property	Section 4.15(a)(i)
Interim Period	Section 6.1(a)
IRS	Section 4.9(b)
Knowledge	Section 9.14(f)
Law	Section 4.8(a)
Laws	Section 4.8(a)
Lien	Section 4.4(c)
Limited Guarantee	Recitals
Material Contract	Section 4.18(a)
Merger	Recitals
Merger Sub	Preamble
Minimum Condition	Section 1.1(a)
Notice Period	Section 8.1(c)(ii)
Offer	Recitals
Offer Documents	Section 1.1(b)
Offer Price	Recitals
orders	Section 9.14(g)
Outside Date	Section 8.1(b)(i)
Parent	Preamble
Parent Approvals	Section 5.2(b)
Parent Disclosure Letter	Article V
Parent Group	Section 9.14(h)
Parent Liability Cap	Section 8.3(f)(ii)
Parent Termination Fee	Section 9.14(i)
Payee	Section 8.3(a)
Paying Agent	Section 3.2(a)
person	Section 9.14(h)
Person	Section 9.14(h)
Preferred Stock	Section 4.2(a)
Recommendation	Section 1.2(a)
Regulatory Law	Section 6.4(e)
Representatives	Section 6.2(a)
Rollover Shares	Recitals
Sarbanes-Oxley Act	Section 4.5(a)
Schedule TO	Section 1.1(b)
Requisite Short-Form Merger	Section 6.3(b)
Schedule 14D-9	Section 1.2(b)

A-45

SEC	Section 4.5(a)
Second Equity Commitment Letter	Recitals
Securities Act	Section 4.5(a)
Shares	Recitals
Significant Subsidiary	Section 4.3
Software	Section 4.15(h)
Subsidiaries	Section 9.14(i)
Superior Proposal	Section 6.2(g)
Support Agreements	Recitals
Support Agreement Shares	Section 1.1(c)
Surviving Corporation	Section 2.1
Systems	Section 4.15(f)
Takeover Statute	Section 1.2(a)
Tax	Section 4.13(b)(i)
Tax Return	Section 4.13(b)(ii)
Taxes	Section 4.13(b)(i)
Termination Date	Section 6.1(a)
Termination Fee	Section 8.3(a)
Top-Up Consideration	Section 1.4(b)
Top-Up Option	Section 1.4(a)
Top-Up Option Shares	Section 1.4(a)

A-46

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

BEN HOLDINGS, INC.

By:  /s/  Mitch Truwit

Name:     Mitch Truwit

Title:  Vice President

BEN MERGER SUB, INC.

By:  /s/  Christian Stahl

Name:     Christian Stahl

Title:  Vice President

[Signature Page to Merger Agreement]

A-47

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

BANKRATE, INC.

By:  /s/  Thomas R. Evans

Name:     Thomas R. Evans

Title:  Chief Executive Officer

[Signature Page to Merger Agreement]

A-48

ANNEX A

CONDITIONS OF THE OFFER

THE CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS SET FORTH

IN THE AGREEMENT AND PLAN OF MERGER TO WHICH THIS ANNEX A IS

ATTACHED

Notwithstanding any other provisions of the Offer (subject to compliance with Section 1.1(a) of the Agreement and any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act), Merger Sub (1) shall not be required to accept for payment or pay for any tendered Shares, and (2) may delay the acceptance for payment of or the payment for any tendered Shares on the terms set forth in the Agreement if (i) any applicable waiting period under the HSR Act shall not have expired or been terminated, (ii) the Minimum Condition shall not have been satisfied or (iii) at any time on or after the date hereof and prior to the acceptance for payment of Shares, any of the following conditions shall have occurred and continue to exist:

(a) any order, decree, injunction or ruling restraining or enjoining or otherwise materially delaying or preventing the acceptance for payment of, or the payment for, some or all of the Shares or otherwise prohibiting consummation of the Offer shall have been issued by a Governmental Entity or any statute, rule or regulation shall have been enacted that prohibits or makes illegal the acceptance for payment of, or the payment for, some or all of the Shares;

(b) (A) the representations and warranties of the Company set forth in Section 4.2, Section 4.3(a), Section 4.4(a) or Section 4.5, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall not be true and correct in all material respects at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all material respects only as of such time) and (B) all of the remaining representations and warranties of the Company set forth in this Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications shall not be true and correct at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time) except, with respect to this clause (B), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect;

(c) the Company shall have breached or failed to perform in any material respect any of its covenants or obligations to be performed or complied with by it under the Agreement prior to the Expiration Date;

(d) the Company shall have failed to deliver to Parent a certificate signed by an executive officer of the Company dated as of the date on which the Offer expires certifying that the conditions specified in the foregoing clauses (b) and (c) do not exist;

(e) since the date of the Merger Agreement, any fact(s), circumstance(s), event(s), change(s), effect(s) or occurrence(s) shall have occurred, other than as set forth in the Company Disclosure Letter, which has or have had, individually or in the accurate, a Company Material Adverse Effect;

(f) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Merger Sub the Recommendation or shall have made an Adverse Recommendation Change; or

(g) the Agreement shall have been terminated in accordance with its terms.

Notwithstanding anything herein to the contrary, if Parent tenders payment of the Parent Termination Fee to the Company pursuant to Section 8.3(c), then the Offer shall automatically terminate upon the tendering of the Parent Termination Fee with no other action required by any party hereto.

The foregoing conditions are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing herein shall relieve any party hereto from any obligation or liability such party has under the

1

Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, in each case except for the Minimum Condition; provided that Merger Sub, at its sole option, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be at least the minimum number of Shares required to approve the Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA, less the number of Shares subject to Support Agreements or (ii) with the consent of the Company.

2

EX-99.F

EXHIBIT (F)

FLORIDA BUSINESS CORPORATION ACT

607.1301 Appraisal rights; definitions. — The following definitions apply to ss. 607.1302-607.1333:

(1)	“Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of s. 607.1302(2)(d), a person is deemed to be an affiliate of its senior executives.
(2)	“Beneficial shareholder” means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.
(3)	“Corporation” means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in ss. 607.1322-607.1333, includes the surviving entity in a merger.
(4)	“Fair value” means the value of the corporation’s shares determined:

(a)	Immediately before the effectuation of the corporate action to which the shareholder objects.
(b)	Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable to the corporation and its remaining shareholders.
(c)	For a corporation with 10 or fewer shareholders, without discounting for lack of marketability or minority status.

(5)	“Interest” means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.
(6)	“Preferred shares” means a class or series of shares the holders of which have preference over any other class or series with respect to distributions.
(7)	“Record shareholder” means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.
(8)	“Senior executive” means the chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function.
(9)	“Shareholder” means both a record shareholder and a beneficial shareholder.

607.1302 Right of shareholders to appraisal. —

(1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:

(a) Consummation of a conversion of such corporation pursuant to s. 607.1112 if shareholder approval is required for the conversion and the shareholder is entitled to vote on the conversion under ss. 607.1103 and 607.1112(6), or the consummation of a merger to which such corporation is a party if shareholder approval is required for the merger under

	s. 607.1103 and the shareholder is entitled to vote on the merger or if such corporation is a subsidiary and the merger is governed by s. 607.1104;
(b)	Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;
(c)	Consummation of a disposition of assets pursuant to s. 607.1202 if the shareholder is entitled to vote on the disposition, including a sale in dissolution but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within 1 year after the date of sale;
(d)	An amendment of the articles of incorporation with respect to the class or series of shares which reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;
(e)	Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors, except that no bylaw or board resolution providing for appraisal rights may be amended or otherwise altered except by shareholder approval; or
(f)	With regard to a class of shares prescribed in the articles of incorporation prior to October 1, 2003, including any shares within that class subsequently authorized by amendment, any amendment of the articles of incorporation if the shareholder is entitled to vote on the amendment and if such amendment would adversely affect such shareholder by:

1.	Altering or abolishing any preemptive rights attached to any of his or her shares;
2.	Altering or abolishing the voting rights pertaining to any of his or her shares, except as such rights may be affected by the voting rights of new shares then being authorized of any existing or new class or series of shares;
3.	Effecting an exchange, cancellation, or reclassification of any of his or her shares, when such exchange, cancellation, or reclassification would alter or abolish the shareholder’s voting rights or alter his or her percentage of equity in the corporation, or effecting a reduction or cancellation of accrued dividends or other arrearages in respect to such shares;
4.	Reducing the stated redemption price of any of the shareholder’s redeemable shares, altering or abolishing any provision relating to any sinking fund for the redemption or purchase of any of his or her shares, or making any of his or her shares subject to redemption when they are not otherwise redeemable;
5.	Making noncumulative, in whole or in part, dividends of any of the shareholder’s preferred shares which had theretofore been cumulative;

2

6.	Reducing the stated dividend preference of any of the shareholder’s preferred shares; or
7.	Reducing any stated preferential amount payable on any of the shareholder’s preferred shares upon voluntary or involuntary liquidation.

(2) Notwithstanding subsection (1), the availability of appraisal rights under paragraphs (1)(a), (b), (c), and (d) shall be limited in accordance with the following provisions:

(a) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

1.	Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or
2.	Not so listed or designated, but has at least 2,000 shareholders and the outstanding shares of such class or series have a market value of at least $10 million, exclusive of the value of such shares held by its subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10 percent of such shares.

(b) The applicability of paragraph (a) shall be determined as of:

1.	The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or
2.	If there will be no meeting of shareholders, the close of business on the day on which the board of directors adopts the resolution recommending such corporate action.

(c)

Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in paragraph (a) at the time the corporate action becomes effective.

(d)

Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares if:

1. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to the corporate action by a person, or by an affiliate of a person, who:

a. Is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if such offer was made within 1 year prior to

3

	the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; or
b.	Directly or indirectly has, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporation of the corporate action requiring appraisal rights had, the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or

2. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to such corporate action by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

a.	Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;
b.	Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s. 607.0832; or
c.	In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.

(e) For the purposes of paragraph (d) only, the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares, provided that a member of a national securities exchange shall not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the recordholder of such securities if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(3) Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are

4

outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within 1 year of that date if such action would otherwise afford appraisal rights.

(4)

A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action:

(a)	Was not effectuated in accordance with the applicable provisions of this section or the corporation’s articles of incorporation, bylaws, or board of directors’ resolution authorizing the corporate action; or
(b)	Was procured as a result of fraud or material misrepresentation.

607.1303 Assertion of rights by nominees and beneficial owners. —

(1)

A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.

(2)

A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(a) Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in s. 607.1322(2)(b)2.

(b) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

607.1320 Notice of appraisal rights. —

(1)

If proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders’ meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of ss. 607.1301-607.1333 must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

(2)

In a merger pursuant to s. 607.1104, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 607.1322.

5

(3) If the proposed corporate action described in s. 607.1302(1) is to be approved other than by a shareholders’ meeting, the notice referred to in subsection (1) must be sent to all shareholders at the time that consents are first solicited pursuant to s. 607.0704, whether or not consents are solicited from all shareholders, and include the materials described in s. 607.1322.

607.1321 Notice of intent to demand payment. —

(1) If proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders’ meeting, or is submitted to a shareholder pursuant to a consent vote under s. 607.0704, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a) Must deliver to the corporation before the vote is taken, or within 20 days after receiving the notice pursuant to s. 607.1320(3) if action is to be taken without a shareholder meeting, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated.

(b) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

(2) A shareholder who does not satisfy the requirements of subsection (1) is not entitled to payment under this chapter.

607.1322 Appraisal notice and form. —

(1)

If proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321. In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(2)

The appraisal notice must be sent no earlier than the date the corporate action became effective and no later than 10 days after such date and must:

(a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state:

1.	The shareholder’s name and address.
2.	The number, classes, and series of shares as to which the shareholder asserts appraisal rights.
3.	That the shareholder did not vote for the transaction.
4.	Whether the shareholder accepts the corporation’s offer as stated in subparagraph (b)4.
5.	If the offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus interest.

(b) State:

6

1.	Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.
2.	A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.
3.	The corporation’s estimate of the fair value of the shares.
4.	An offer to each shareholder who is entitled to appraisal rights to pay the corporation’s estimate of fair value set forth in subparagraph 3.
5.	That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.
6.	The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2.

(c) Be accompanied by:

1.	Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the corporation’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.
2.	A copy of ss. 607.1301-607.1333.

607.1323 Perfection of rights; right to withdraw. —

(1)

A shareholder who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322(2)(b)2. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (2).

(2)

A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.

7

(3) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates if required, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this chapter.

607.1324 Shareholder’s acceptance of corporation’s offer. —

(1)	If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay the corporation’s estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corporation’s receipt of the form from the shareholder.
(2)	Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares.

607.1326 Procedure if shareholder is dissatisfied with offer. —

(1)	A shareholder who is dissatisfied with the corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4. must notify the corporation on the form provided pursuant to s. 607.1322(1) of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus interest.
(2)	A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 607.1322(2)(b)2. waives the right to demand payment under this section and shall be entitled only to the payment offered by the corporation pursuant to s. 607.1322(2)(b)4.

607.1330 Court action. —

(1)	If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, any shareholder who has made a demand pursuant to s. 607.1326 may commence the proceeding in the name of the corporation.
(2)	The proceeding shall be commenced in the appropriate court of the county in which the corporation’s principal office, or, if none, its registered office, in this state is located. If the corporation is a foreign corporation without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.
(3)	All shareholders, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their shares. The corporation shall serve a copy of the initial pleading in such proceeding upon each shareholder party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident shareholder party by registered or certified mail or by publication as provided by law.
(4)	The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If it so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall

8

	have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.
(5)	Each shareholder made a party to the proceeding is entitled to judgment for the amount of the fair value of such shareholder’s shares, plus interest, as found by the court.
(6)	The corporation shall pay each such shareholder the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the shareholder shall cease to have any interest in the shares.

607.1331. Court costs and counsel fees. —

(1)

The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(2)

The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(a)	Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or
(b)	Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(3)	If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.
(4)	To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

607.1332. Disposition of acquired shares. —

Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange otherwise provides. The shares of the surviving corporation into which the shares of such shareholders demanding appraisal rights would have been converted had they assented to the merger shall have the status of authorized but unissued shares of the surviving corporation.

9

607.1333. Limitation on corporate payment. —

(1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder’s option:

(a)

Withdraw his or her notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the corporation; or

(b)

Retain his or her status as a claimant against the corporation and, if it is liquidated, be subordinated to the rights of creditors of the corporation, but have rights superior to the shareholders not asserting appraisal rights, and if it is not liquidated, retain his or her right to be paid for the shares, which right the corporation shall be obliged to satisfy when the restrictions of this section do not apply.

(2) The shareholder shall exercise the option under paragraph (1)(a) or paragraph (b) by written notice filed with the corporation within 30 days after the corporation has given written notice that the payment for shares cannot be made because of the restrictions of this section. If the shareholder fails to exercise the option, the shareholder shall be deemed to have withdrawn his or her notice of intent to assert appraisal rights.

10