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MEMBERSHIP PURCHASE AGREEMENT
 by and between
 INTERSECTIONS
INC.
 and
 CITIBANK
(SOUTH DAKOTA), N. A.
 
 CITI CREDIT MONITORING SERVICE
CUSTOMER PORTFOLIO




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    11.1
    
    
    Certain Definitions
    
    
    11.2
    
    
    Other Capitalized Terms
    
    
    4ARTICLE II TRANSFER OF ASSETS AND LIABILITIES
    
    
    52.1
    
    
    Assets to be Sold
    
    
    52.2
    
    
    Liabilities to be Assumed
    
    
    52.3
    
    
    Liabilities Not Assumed
    
    
    52.4
    
    
    Consideration
    
    
    62.5
    
    
    Post-Closing Statement
    
    
    62.6
    
    
    Attrition Payment
    
    
    82.7
    
    
    Allocation of Purchase Price
    
    
    10ARTICLE III CLOSING
    
    
    103.1
    
    
    Closing
    
    
    10ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER
    
    
    104.1
    
    
    Authority to Execute and Perform Agreement
    
    
    104.2
    
    
    Title to the Assets
    
    
    114.3
    
    
    Brokers
    
    
    114.4
    
    
    Compliance with Laws
    
    
    114.5
    
    
    Litigation
    
    
    124.6
    
    
    Membership Contracts
    
    
    124.7
    
    
    Bulk Transfer Laws
    
    
    134.8
    
    
    NO OTHER REPRESENTATIONS
    
    
    134.9
    
    
    CONDITION OF ASSETS
    
    
    13ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER
    
    
    145.1
    
    
    Due Incorporation and Authority
    
    
    145.2
    
    
    Authority to Execute and Perform Agreement
    
    
    145.3
    
    
    Brokers
    
    
    155.4
    
    
    Compliance with Laws
    
    
    155.5
    
    
    Litigation
    
    
    155.6
    
    
    Exclusivity of Representations
    
    
    155.7
    
    
    INDEPENDENT INVESTIGATION
    
    
    15ARTICLE VI COVENANTS AND AGREEMENTS
    
    
    166.1
    
    
    Confidentiality
    
    
    166.2
    
    
    Publicity
    
    
    166.3
    
    
    Seller Marks
    
    
    166.4
    
    
    Access to Information and Cooperation
    
    
    176.5
    
    
    Preservation of Records
    
    
    176.6
    
    
    Compliance with Program Exhibit
    
    
    17
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Page6.7
    
    
    Billing
    
    
    176.8
    
    
    Further Assurances
    
    
    17ARTICLE VII SURVIVAL; INDEMNIFICATION
    
    
    187.1
    
    
    Survival of Representations and Warranties
    
    
    187.2
    
    
    Indemnification
    
    
    187.3
    
    
    Limitations on Indemnification
    
    
    197.4
    
    
    Third Party Indemnification Procedures
    
    
    20ARTICLE VIII MISCELLANEOUS
    
    
    218.1
    
    
    Consent to Jurisdiction and Service of Process
    
    
    218.2
    
    
    Expenses
    
    
    228.3
    
    
    Notices
    
    
    228.4
    
    
    Entire Agreement; No Third-Party Beneficiaries
    
    
    238.5
    
    
    Waivers and Amendments
    
    
    248.6
    
    
    Governing Law
    
    
    248.7
    
    
    Binding Effect; Assignment
    
    
    248.8
    
    
    Usage
    
    
    248.9
    
    
    Schedules
    
    
    248.10
    
    
    Articles and Sections
    
    
    258.11
    
    
    Headings
    
    
    258.12
    
    
    Interpretation
    
    
    258.13
    
    
    Severability of Provisions
    
    
    258.14
    
    
    Enforcement of Agreement
    
    
    258.15
    
    
    Counterparts
    
    
    25
 Schedule 1.1
    
    Knowledge of the SellerSchedule 4.1
    
    Consents and ApprovalsSchedule 5.2(b)(ii)
    
    Buyers Material ConsentsSchedule 5.2(b)(iii)
    
    Buyers ConflictsSchedule A
    
    Closing Date StatementSchedule B
    
    Eligible Membership ContractsSchedule C
    
    Wire InstructionsSchedule D
    
    Attrition StatementSchedule E
    
    Additional DefinitionsSchedule F
    
    Form of Post-Closing Statement
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MEMBERSHIP PURCHASE AGREEMENT
 Agreement Buyer Seller
 Contemplated Transactions
   ARTICLE I
 DEFINITIONS
 Certain Definitions
 Affiliate
 Ancillary Agreements
 Base Period Attrition Rate Schedule E
 Business Day
 Buyer Indemnified Parties
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Closing Date Statement Schedule A
 Code
 Eligible Membership Contract Schedule B Schedule B
 Estimated Purchase Price
 Governmental Body
 Indemnification Cap Schedule E
 Knowledge of the Seller Schedule 1.1
 Law
 Lien
 Member
 Membership Contract excluding however
 Order
 Per Account Value Schedule E
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Permitted Liens
 Person
 Predecessor Agreement
 Program ®
 Program Provider Agreement
 Seller Indemnified Parties
 Seller Membership Contract Activities excluding however
 Tax Taxes
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Tax Returns
 Threshold Amount Schedule E
 Transfer Taxes
 Transition Services Agreement
 Other Capitalized Terms
 Term
    
    SectionAccountant
    
    2.5(c)Actual Attrition
    
    2.6(b)(iii)Agreement
    
    PreambleAllocation Schedule
    
    2.7Approved Materials
    
    4.6(c)Assets
    
    2.1Assumed Liabilities
    
    2.2Attrition Difference
    
    2.6(b)(vi)Attrition Payment
    
    2.6(c)Attrition Statement
    
    2.6(b)Base Period Attrition Rate
    
    2.6(b)(iv)Buyer
    
    PreambleBuyer Account
    
    2.5(d)Closing
    
    2.4(a)Contemplated Transactions
    
    RecitalsDisagreement
    
    2.5(b)Eligible Membership Contracts As Of Closing
    
    2.6(b)(i)Eligible Membership Contracts Remaining
    
    2.6(b)(ii)Excluded Liabilities
    
    2.3Expected Attrition
    
    2.6(b)(v)Final Post-Closing Statement
    
    2.5(c)Final Settlement Date
    
    2.5(d)Hard Decline Contract
    
    Schedule BHoldback Amount Form Documents
    
    2.6(a)
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Term
    
    SectionIndemnified Party
    
    7.4(a)Indemnifying Party
    
    7.4(a)Losses
    
    7.2(a)Notice of Disagreement
    
    2.5(b)Permit
    
    4.4(b)Post-Closing Statement
    
    2.5(a)Purchase Price
    
    2.4(b)Review Period
    
    2.5(b)Seller
    
    PreambleSeller Account
    
    2.4(c)Seller Marks
    
    6.4Target Contract Number
    
    4.6(e)Total Attrition Value
    
    2.6(b)(viii)
 ARTICLE II
 TRANSFER OF ASSETS AND LIABILITIES
 Assets to be Sold
 Assets
  Liabilities to be Assumed Assumed Liabilities
 Liabilities Not Assumed
  5




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excluding however
  Consideration
 Closing
 Purchase Price multiplied by plus
 Schedule C Seller
Account
 Post-Closing Statement
 Post-Closing Statement Schedule F Schedule B)
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Review Period Notice of
Disagreement Disagreement
 Accountant Final Post-Closing Statement
 Final
Settlement Date Schedule C Buyer Account
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Attrition Payment
 Holdback Amount
 Attrition
Statement Schedule D
 Eligible Membership Contracts As Of Closing
 Eligible Membership Contracts Remaining
 less less Actual Attrition
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multiplied by multiplied by Expected Attrition
 less less Attrition Difference
  multiplied by multiplied by Total
Attrition Value
   Attrition
Payment
   9




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Allocation of Purchase Price Allocation Schedule
 ARTICLE III
 CLOSING
 Closing
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF THE SELLER
  Authority to Execute and Perform Agreement
  10




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Schedule 4.1
   Title to the Assets
 Brokers
 Compliance with Laws
  11




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Permits
 Litigation
    Membership Contracts
  12




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Approved Materials
     Bulk Transfer Laws
 NO OTHER REPRESENTATIONS
 CONDITION OF ASSETS
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ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF THE BUYER
  Due Incorporation and Authority
 Authority to Execute and Perform Agreement
    Schedule 5.2(b)(ii) provided Schedule 5.2(b)(ii)
 Schedule 5.2(b)(iii)
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provided Schedule 5.2(b)(iii)
  Brokers
 Compliance with Laws
 Litigation
 Exclusivity of Representations
 INDEPENDENT INVESTIGATION
 15




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ARTICLE VI
 COVENANTS AND AGREEMENTS
 Confidentiality provided however
 Publicity provided however
 Seller Marks Seller Marks
 16




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Access to Information and Cooperation
 Preservation of Records
 Compliance with Program Exhibit
 Billing
 Further Assurances
 17




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ARTICLE VII
 SURVIVAL; INDEMNIFICATION
 Survival of Representations and Warranties Indemnified
Party Indemnifying Party
 Indemnification
 Losses
        18




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Limitations on Indemnification.
   provided however
     19




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provided however provided further however
 Exclusive Remedy
 Manner of Payment
 Third Party Indemnification Procedures
 Indemnifying Party Third Party Claims Indemnified Party provided however
 20




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provided however
 ARTICLE VIII
 MISCELLANEOUS
 Consent to Jurisdiction and Service of Process
   21




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Waiver of Jury Trial
 Expenses
 Notices
  
  
 22




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Entire Agreement; No Third-Party Beneficiaries
 23




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Waivers and Amendments
 Governing Law
 Binding Effect; Assignment provided however and provided further provided further
 Usage
 Schedules
 24




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Articles and Sections
 Headings
 Interpretation
 Severability of Provisions
 Enforcement of Agreement
 Counterparts
  25




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BUYER:
INTERSECTIONS INC.By:Name:Title:SELLER:
CITIBANK (SOUTH DAKOTA), N.A.By:Name:Title: