Unassociated Document


    Exhibit
      10.1

    


     

    AGREEMENT
      AND PLAN OF MERGER

     

    by
      and among

     

    BANKRATE,
      INC.,

     

    FASTFIND,
      LLC,

     

    WESCOCO,
      LLC

     

    and

     

    THE
      MEMBERS OF WESCOCO, LLC

     

    Dated
      as
      of November 20, 2005

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    

      TABLE
        OF CONTENTS

      


       

    

    
      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  I    

              	DEFINITIONS	
                1 

              
	 	 	 
	
                ARTICLE II   

              	THE MERGER	
                3

              
	 	 	 
	
                Section
                  2.01

                 

              	
                The
                  Merger

                 

              	
                3

                 

              
	
                Section
                  2.02

                 

              	
                Closing;
                  Location; Time

                 

              	
                3

                 

              
	
                Section
                  2.03

                 

              	
                Filing
                  of Certificate of Merger; Definition of Effective Time

                 

              	
                3

                 

              
	
                Section
                  2.04

                 

              	
                Effects
                  of the Merger

                 

              	
                4

                 

              
	
                Section
                  2.05

                 

              	
                Further
                  Assurances

                 

              	
                4

                 

              
	
                Section
                  2.06

                 

              	
                Certificate
                  of Formation and Operating Agreement of The Surviving Company

                 

              	
                4

                 

              
	
                Section
                  2.07

                 

              	
                Managers
                  of The Surviving Company

                 

              	
                4

                 

              
	
                Section
                  2.08

                 

              	
                Officers
                  of The Surviving Company

                 

              	
                4

                 

              
	
                ARTICLE
                  III

                 

              	
                MERGER
                  CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY OF MERGER
                  CONSIDERATION/PURCHASE PRICE

                 

              	
                4

                 

              
	
                Section
                  3.01

                 

              	
                The
                  Merger Consideration/Purchase Price

                 

              	
                4

                 

              
	
                Section
                  3.02

                 

              	
                Delivery
                  of the Purchase Price; Other Payments

                 

              	
                5

                 

              
	
                Section
                  3.03

                 

              	
                Adjustment
                  to the Merger Consideration/Purchase Price

                 

              	
                5

                 

              
	
                Section
                  3.04

                 

              	
                Withholding
                  Rights

                 

              	
                7

                 

              
	
                Section
                  3.05

                 

              	
                No
                  Further Ownership Rights in The Surviving Company Membership Interests
                  after the Effective Time

                 

              	
                7

                 

              
	
                Section
                  3.06

                 

              	
                Dissenters
                  Rights

                 

              	
                7

                 

              
	
                Section
                  3.07

                 

              	
                Options

                 

              	
                7

                 

              
	
                ARTICLE
                  IV

                 

              	
                EFFECT
                  OF THE MERGER ON THE MEMBERSHIP INTERESTS OF THE SUB AND
                  FASTFIND

                 

              	
                8

                 

              
	
                Section
                  4.01

                 

              	
                Effect
                  of Merger on Membership Interests

                 

              	
                8

                 

              
	
                ARTICLE
                  V

                 

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE MEMBERS

                 

              	
                8

                 

              
	
                Section
                  5.01

                 

              	
                Organization,
                  Standing and Power

                 

              	
                8

                 

              
	
                Section
                  5.02

                 

              	
                Certificate
                  of Formation; Limited Liability Company Agreement

                 

              	
                8

                 

              
	
                Section
                  5.03

                 

              	
                FastFind
                  has No Subsidiaries and Owns No Equity Interests in Any
                  Person

                 

              	
                8

                 

              
	
                Section
                  5.04

                 

              	
                Ownership
                  of Members

                 

              	
                9

                 

              
	
                Section
                  5.05

                 

              	
                The
                  Members and FastFind Approve and Adopt this Agreement

                 

              	
                9

                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          TABLE
            OF CONTENTS

        

        (continued)

         

      

      
        
          	 	 	
                  Page

                
	 	 	 
	
                  Section
                    5.06

                   

                	
                  FastFind
                    has Authority to Enter Into this Agreement and Engage in the
                    Transactions

                   

                	
                  9

                   

                
	
                  Section
                    5.07

                   

                	
                  FastFind
                    and the Members have Validly Executed and Delivered this
                    Agreement

                   

                	
                  9

                   

                
	
                  Section
                    5.08

                   

                	
                  Capital
                    Structure

                   

                	
                  9

                   

                
	
                  Section
                    5.09

                   

                	
                  Financial
                    Statements

                   

                	
                  10

                   

                
	
                  Section
                    5.10

                   

                	
                  No
                    Conflicts

                   

                	
                  10

                   

                
	
                  Section
                    5.11

                   

                	
                  No
                    Governmental Entity Consents

                   

                	
                  11

                   

                
	
                  Section
                    5.12

                   

                	
                  Brokers

                   

                	
                  11

                   

                
	
                  Section
                    5.13

                   

                	
                  Absence
                    of Certain Changes or Events

                   

                	
                  11

                   

                
	
                  Section
                    5.14

                   

                	
                  Material
                    Contracts

                   

                	
                  13

                   

                
	
                  Section
                    5.15

                   

                	
                  Taxes

                   

                	
                  14

                   

                
	
                  Section
                    5.16

                   

                	
                  Affiliate
                    Transactions

                   

                	
                  15

                   

                
	
                  Section
                    5.17

                   

                	
                  Banking
                    Relationships

                   

                	
                  15

                   

                
	
                  Section
                    5.18

                   

                	
                  Title
                    to Properties

                   

                	
                  15

                   

                
	
                  Section
                    5.19

                   

                	
                  Intellectual
                    Property.

                   

                	
                  16

                   

                
	
                  Section
                    5.20

                   

                	
                  Employee
                    Benefit Plans

                   

                	
                  17

                   

                
	
                  Section
                    5.21

                   

                	
                  Litigation

                   

                	
                  20

                   

                
	
                  Section
                    5.22

                   

                	
                  Compliance
                    with Applicable Laws

                   

                	
                  20

                   

                
	
                  Section
                    5.23

                   

                	
                  Permits

                   

                	
                  20

                   

                
	
                  Section
                    5.24

                   

                	
                  Environmental
                    Matters

                   

                	
                  20

                   

                
	
                  Section
                    5.25

                   

                	
                  Insurance

                   

                	
                  21

                   

                
	
                  Section
                    5.26

                   

                	
                  Certain
                    Payments

                   

                	
                  21

                   

                
	
                  Section
                    5.27

                   

                	
                  Funded
                    Indebtedness

                   

                	
                  21

                   

                
	
                  ARTICLE
                    VI

                   

                	
                  REPRESENTATIONS
                    AND WARRANTIES OF BANKRATE AND SUB

                   

                	
                  21

                   

                
	
                  Section
                    6.01

                   

                	
                  Organization,
                    Standing and Power

                   

                	
                  21

                   

                
	
                  Section
                    6.02

                   

                	
                  Sub

                   

                	
                  21

                   

                
	
                  Section
                    6.03

                   

                	
                  Bankrate
                    and Sub have Authority to Enter Into this Agreement and Engage
                    in the
                    Transactions

                   

                	
                  22

                   

                
	
                  Section
                    6.04

                   

                	
                  Bankrate
                    and Sub have Validly Executed and Delivered this Agreement

                   

                	
                  22

                   

                
	
                  Section
                    6.05

                   

                	
                  No
                    Conflicts

                   

                	
                  22

                   

                
	
                  Section
                    6.06

                   

                	
                  No
                    Government Entity Consents are Necessary

                   

                	
                  22

                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          TABLE
            OF CONTENTS

          (continued)

           

          
            	 	 	
                    Page

                  
	 	 

 

        

        
          
            	
                    Section
                      6.07

                     

                  	
                    Brokers

                     

                  	
                    22

                     

                  
	
                    Section
                      6.08

                     

                  	
                    Availability
                      of Funds

                     

                  	
                    23

                     

                  
	
                    Section
                      6.09

                     

                  	
                    Solvency

                     

                  	
                    23

                     

                  
	
                    Section
                      6.10

                     

                  	
                    Acquisition
                      for Investment

                     

                  	
                    23

                     

                  
	
                    ARTICLE
                      VII

                     

                  	
                    COVENANTS
                      RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH OTHERS;
                      ACCESS TO
                      INFORMATION; AND EFFORTS TO CONSUMMATE THE TRANSACTIONS; HIRING
                      OF
                      EMPLOYEES

                     

                  	
                    23

                     

                  
	
                    Section
                      7.01

                     

                  	
                    Conduct
                      of Business of FastFind

                     

                  	
                    23

                     

                  
	
                    Section
                      7.02

                     

                  	
                    Permits
                      Transferred to FastFind and/or its Agents

                     

                  	
                    25

                     

                  
	
                    Section
                      7.03

                     

                  	
                    No
                      Discussions with Others

                     

                  	
                    25

                     

                  
	
                    Section
                      7.04

                     

                  	
                    Voting
                      Agreement By execution of this Agreement, FastFind’s Board of Managers and
                      the Members hereby agree to vote their respective FastFind
                      Membership
                      Interests in favor of the Transactions

                     

                  	
                    26

                     

                  
	
                    Section
                      7.05

                     

                  	
                    Access
                      to Information; Confidentiality

                     

                  	
                    26

                     

                  
	
                    Section
                      7.06

                     

                  	
                    Commercially
                      Reasonable Efforts; Notification

                     

                  	
                    26

                     

                  
	
                    Section
                      7.07

                     

                  	
                    Bankrate’s
                      Hiring of FastFind’s Employees

                     

                  	
                    27

                     

                  
	
                    Section
                      7.08

                     

                  	
                    Books
                      and Records

                     

                  	
                    27

                     

                  
	
                    Section
                      7.09

                     

                  	
                    Use
                      of Financials for SEC Filings

                     

                  	
                    27

                     

                  
	
                    ARTICLE
                      VIII

                     

                  	
                    INDEMNIFICATION

                     

                  	
                    27

                     

                  
	
                    Section
                      8.01

                     

                  	
                    Indemnification

                     

                  	
                    27

                     

                  
	
                    ARTICLE
                      IX

                     

                  	
                    CONDITIONS
                      PRECEDENT TO CLOSING

                     

                  	
                    33

                     

                  
	
                    Section
                      9.01

                     

                  	
                    Conditions
                      to Each Party’s Obligation To Effect The Merger

                     

                  	
                    33

                     

                  
	
                    Section
                      9.02

                     

                  	
                    Conditions
                      to Obligations of Bankrate and Sub

                     

                  	
                    33

                     

                  
	
                    Section
                      9.03

                     

                  	
                    Conditions
                      to Obligation of FastFind

                     

                  	
                    34

                     

                  
	
                    Section
                      9.04

                     

                  	
                    Closing
                      Conditions

                     

                  	
                    35

                     

                  
	
                    ARTICLE
                      X

                     

                  	
                    TERMINATION

                     

                  	
                    35

                     

                  
	
                    Section
                      10.01

                     

                  	
                    Termination

                     

                  	
                    35

                     

                  
	
                    Section
                      10.02

                     

                  	
                    Failure
                      to Close Due to Governmental Approvals

                     

                  	
                    36

                     

                  
	
                    Section
                      10.03

                     

                  	
                    Effect
                      of Termination

                     

                  	
                    36

                     

                  
	
                    ARTICLE
                      XI

                     

                  	
                    GENERAL
                      PROVISIONS

                     

                  	
                    36

                     

                  
	
                    Section
                      11.01

                     

                  	
                    Notices

                     

                  	
                    36

                     

                  
	
                    Section
                      11.02

                     

                  	
                    Fees
                      and Expenses

                     

                  	
                    38

                     

                  


          

           

          
            TABLE
              OF CONTENTS

            (continued)

             

            
              	 	 	
                      Page

                    
	 	 

 

          

          
            	
                    Section
                      11.03

                     

                  	
                    Interpretation

                     

                  	
                    38

                     

                  
	
                    Section
                      11.04

                     

                  	
                    Severability

                     

                  	
                    38

                     

                  
	
                    Section
                      11.05

                     

                  	
                    Public
                      Announcements

                     

                  	
                    38

                     

                  
	
                    Section
                      11.06

                     

                  	
                    Transfer
                      Taxes

                     

                  	
                    38

                     

                  
	
                    Section
                      11.07

                     

                  	
                    Shareholder
                      Litigation

                     

                  	
                    38

                     

                  
	
                    Section
                      11.08

                     

                  	
                    Counterparts

                     

                  	
                    38

                     

                  
	
                    Section
                      11.09

                     

                  	
                    Amendment

                     

                  	
                    39

                     

                  
	
                    Section
                      11.10

                     

                  	
                    Extension:
                      Waiver

                     

                  	
                    39

                     

                  
	
                    Section
                      11.11

                     

                  	
                    Assignment;
                      Binding Effect

                     

                  	
                    39

                     

                  
	
                    Section
                      11.12

                     

                  	
                    Governing
                      Law

                     

                  	
                    39

                     

                  
	
                    Section
                      11.13

                     

                  	
                    Exhibits

                     

                  	
                    39

                     

                  
	
                    Section
                      11.14

                     

                  	
                    Enforcement
                      Jurisdiction

                     

                  	
                    40

                     

                  
	
                    Section
                      11.15

                     

                  	
                    Arbitration

                     

                  	
                    40

                     

                  
	
                    Section
                      11.16

                     

                  	
                    JURY
                      WAIVER

                     

                  	
                    41

                     

                  
	
                    Section
                      11.17

                     

                  	
                    Bankrate’s
                      Right to Conduct Other Activities

                     

                  	
                    41

                     

                  
	
                    Section
                      11.18

                     

                  	
                    Entire
                      Agreement; No Third-Party Beneficiaries

                     

                  	
                    41

                     

                  


          

        

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This AGREEMENT
      AND PLAN OF MERGER
      (this
      "Agreement")
      is
      made and entered into as of November 20, 2005, by and among: (i) BANKRATE,
      INC.,
      a Florida corporation ("Bankrate"),
      (ii)
      FASTFIND, LLC, a Delaware corporation and
      a
      wholly owned subsidiary of Bankrate ("Sub"),
      (iii)
WESCOCO
      LLC,
      a
      Delaware limited liability company d/b/a “FastFind” ("FastFind"),
      and
      (iv) each of the members of FastFind set forth on Schedule
      1
      attached
      to this Agreement (collectively, the "Members").
      

     

    Capitalized
      terms used in this Agreement, to the extent not defined in the text of the
      Agreement, shall have the meaning set forth in Article I of this
      Agreement.

     

    RECITALS:

     

    A. Bankrate,
      Sub, FastFind and the Members desire that Sub merge with and into FastFind
      (the
      "Merger")
      and
      consummate the other transactions contemplated by this Agreement ((the Merger
      together with such other transactions shall collectively be referred to as
      the
      "Transactions")
      on the
      terms and subject to the conditions set forth in this Agreement.

     

    B. FastFind
      and the Members (i) determined that the Merger and the Transactions are fair
      to
      and in the best interests of FastFind and the Members and (ii) have each
      approved this Agreement and the Transactions.

     

    C. Sub
      and
      Bankrate have each approved this Agreement and the Transactions.

     

    D. Bankrate,
      Sub, FastFind and the Members desire to make certain representations,
      warranties, covenants and agreements in connection with the Transactions and
      also to prescribe various conditions to the consummation of the
      Transactions.

     

    NOW,
      THEREFORE,
      in
      consideration of the representations, warranties, covenants and agreements
      contained in this Agreement, and intending to be legally bound hereby, Bankrate,
      Sub, FastFind and the Members agree as follows:

     

     

    ARTICLE
      I

    DEFINITIONS

     

    As
      used
      in this Agreement, the following terms have the meanings set forth
      below:

     

    "Affiliate"
      of any
      Person means another Person that directly or indirectly, through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      such first Person.

     

    "Bankrate
      Material Adverse Effect"
      means
      (i) a material adverse effect on the ability of Bankrate or Sub to perform
      its
      obligations under this Agreement or (ii) a material adverse effect on the
      ability of Bankrate or Sub to consummate the Transactions.

     

    "Code"
      means
      the United States Internal Revenue Code of 1986, as amended.

     

    "Date
      of the Notice of Claim"
      means
      the date that the Notice of Claim is deemed delivered pursuant to Article
      VIII.

     

    "FastFind
      Material Adverse Effect"
      means
      (i) any change, effect, event, occurrence or state of facts that is materially
      adverse to the business, assets, financial condition or results of operations
      of
      FastFind, taken as a whole, other than effects relating to (A) changes, effects,
      events, occurrences or circumstances that generally affect the industries in
      which FastFind operates, and that do not have a materially disproportionate
      impact on FastFind, taken as a whole, (B) general economic, financial or
      securities market conditions in the United States or elsewhere, or (C) the
      announcement of this Agreement or the Transactions, (ii) a material adverse
      effect on the ability of FastFind to perform its obligations under this
      Agreement or (iii) a material adverse effect on the ability of FastFind to
      consummate the Transactions.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    "FastFind
      Membership Interests"
      means
      all of the issued and outstanding common units of FastFind.

     

    "Funded
      Indebtedness"
      means
      all principal and interest owing by FastFind as of the Effective Time with
      respect to the funded indebtedness listed on the Exhibit
      5.27
      attached
      hereto, including any prepayment premiums or penalties related to any of the
      foregoing. 

     

    "Intellectual
      Property" means
      any
      or all of the following and all rights in, or arising out of: (i) all United
      States, international and foreign patents and applications therefor and all
      reissues, divisions, renewals, extensions, provisionals, continuations and
      continuations-in-part thereof; (ii) all inventions (whether patentable or not),
      invention disclosures, improvements, trade secrets, proprietary information,
      know how, technology, technical data and customer lists, and all documentation
      relating to any of the foregoing; (iii) all copyrights, copyright registrations
      and applications therefor, and all other rights corresponding thereto throughout
      the world; (iv) all industrial designs and any registrations and applications
      therefor throughout the world; (v) all trade names, logos, common law trademarks
      and service marks, trademark and service mark registrations and applications
      therefor throughout the world; (vi) all databases and data collections and
      all
      rights therein throughout the world; (vii) all moral and economic rights of
      authors and inventors, however denominated, throughout the world; (viii) any
      similar or equivalent rights to any of the foregoing anywhere in the world;
      and
      (ix) all domain names.

     

    "Judgment"
      means
      any judgment, order or decree.

     

    “Knowledge”
      means
      the actual knowledge of T. Sean McCarthy, Eric K. King and David
      Chamberlain.

     

    "Law"
      means
      any statute, law (including common law), ordinance, rule or
      regulation.

     

    "Liens"
      means
      all pledges, liens, charges, mortgages, encumbrances and security interests
      of
      any kind or nature whatsoever.

     

    "Member
      Representative"
      means
      Robert Kramer, who has been designated and appointed by the Members to be their
      representative, with power and authority to act on behalf of, and to bind,
      all
      of the Members in connection with this Agreement and the Transactions.


     

    "Net
      Working Capital" means
      (a)
      all assets minus
      (b) all
      liabilities (other than Funded Indebtedness).

     

    "Person"
      means
      any individual, firm, corporation, partnership, company, limited liability
      company, trust, joint venture, association, Governmental Entity (as defined
      in
      Section 5.11) or other entity.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    "Purchase
      Price"
      shall
      mean (1) $10,000,000 minus
      (2)
      Funded Indebtedness, and shall be subject to further adjustment pursuant to
      Section 3.03 hereof.

     

    "Registered
      Intellectual Property" means
      all
      United States, international and foreign: (i) patents and patent applications
      (including provisional applications) listed on Exhibit
      5.19(F)
      and (ii)
      registered trademarks, applications to register trademarks, intent-to-use
      applications, or other registrations or applications related to trademarks
      listed on Exhibit
      5.19(F).

     

    "Return"
      means
      all Federal, state, local, provincial and foreign Tax returns, declarations,
      statements, reports, schedules, forms and information returns and any amended
      Tax return relating to Taxes filed or required to be filed by
      FastFind.

     

    "Subsidiary"
      of any
      Person means another Person, an amount of the voting securities, other voting
      ownership or voting partnership interests of which is sufficient to elect at
      least a majority of its board of managers or other governing body (or, if there
      are no such voting interests, 50% or more of the equity interests of which)
      is
      owned directly or indirectly by such Person.

     

    "Taxes"
      means
      all forms of taxation, whenever created or imposed, and whether of the United
      States or elsewhere, and whether imposed by a local, municipal, governmental,
      state, foreign, Federal or other Governmental Entity, or in connection with
      any
      agreement with respect to Taxes, including all interest, penalties and additions
      imposed with respect to such amounts.

     

    ARTICLE
      II

    THE
      MERGER 

     

    Section
      2.01  The
      Merger.
      Upon
      the terms and subject to the conditions set forth in this Agreement, and in
      accordance with the Delaware General Corporation Law (the "Delaware
      Corporate Law"),
      at
      the Effective Time (as defined in Section 2.03(B)), (A) Sub shall be merged
      with
      and into FastFind, (B) the separate corporate existence of Sub shall thereupon
      cease and (C) FastFind shall be the surviving limited liability company of
      the
      Merger (the "Surviving
      Company").
      

     

    Section
      2.02  Closing;
      Location; Time.
      

     

    (A)  Location
      of the Closing.
      The
      closing of the Transactions (the "Closing")
      shall
      take place at the offices of Gunster, Yoakley & Stewart, P.A. in West Palm
      Beach, Florida.

     

    (B)  Date
      and Time of the Closing.
      The
      Closing shall be held as promptly as practicable following the satisfaction
      of,
      or waiver by the party entitled to satisfaction of, all conditions precedent
      to
      the Transactions specified in this Agreement, and, in any event, no later than
      November 30, 2005.

     

    The
      date
      on which the Closing occurs is referred to in this Agreement as the
      "Closing
      Date." 

     

    Section
      2.03  Filing
      of Certificate of Merger; Definition of Effective Time.
      

     

    (A)  Filing
      of Certificate of Merger.
      Prior
      to the Closing, Bankrate shall prepare, and on the Closing Date, or as soon
      as
      practicable thereafter, Bankrate and FastFind shall file with the Secretary
      of
      State of the State of Delaware, a Certificate of Merger and all other documents
      or recordings required to effectuate the Merger in accordance with the relevant
      provisions of the Delaware Corporate Law (collectively, the "Certificate
      of Merger").
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (B)  Effective
      Time of the Merger.
      The
      Merger shall become effective at such time as the Certificate of Merger is
      duly
      filed or at such later time as Bankrate and FastFind shall agree and specify
      in
      the Certificate of Merger (the time the Merger becomes effective is referred
      to
      as the "Effective
      Time").

     

    Section
      2.04  Effects
      of the Merger.
      The
      Merger shall have the effects set forth in the Delaware Corporate Law. Without
      limiting the generality of the foregoing, at the Effective Time: (A) all the
      properties, rights, privileges, powers and franchises of FastFind and Sub shall
      vest in the Surviving Company; and (B) all debts, liabilities and duties of
      FastFind and Sub shall become the debts, liabilities and duties of the Surviving
      Company.

     

    Section
      2.05  Further
      Assurances.
      FastFind and each Member agrees that if, at any time after the Effective Time,
      Bankrate or FastFind believes or is advised that any further deeds, assignments
      or assurances are reasonably necessary or desirable to vest, perfect, confirm
      or
      continue in the Surviving Company, Sub or Bankrate title to any property or
      any
      right of FastFind as provided in this Agreement, Bankrate and any of its
      officers are hereby authorized by FastFind and each Member to execute and
      deliver all such proper deeds, assignments and assurances and do all other
      things necessary or desirable to vest, perfect, confirm or continue title to
      such property or rights in the Surviving Company, Sub or Bankrate and otherwise
      to carry out the purposes of this Agreement, in the name of FastFind or
      otherwise.

     

    Section
      2.06  Certificate
      of Formation and Operating Agreement of FastFind.
      

     

    (A)  Certificate
      of Incorporation.
      The
      Certificate of Formation of the Surviving Company shall be amended at the
      Effective Time, without any further action on the part of FastFind or Sub,
      as
      approved by Bankrate and, as so amended, such Certificate of Formation shall
      be
      the Certificate of Formation of the Surviving Company until thereafter changed
      or amended as provided therein or by applicable Law. 

     

    (B)  Operating
      Agreement.
      The
      Operating Agreement of the Surviving Company shall be amended at the Effective
      Time without any further action on the part of FastFind or Sub, as approved
      by
      Bankrate.

     

    Section
      2.07  Managers
      of the Surviving Company.
      Subject
      to requirements of applicable Law, Bankrate shall elect the managers of the
      Surviving Company.

     

    Section
      2.08  Officers
      of the Surviving Company.
      Subject
      to requirements of applicable Law, Bankrate shall elect the officers of the
      Surviving Company.

     

    ARTICLE
      III

    MERGER
      CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY OF 

    MERGER
      CONSIDERATION/PURCHASE PRICE

     

    Section
      3.01  The
      Merger Consideration/Purchase Price.
      Subject
      to Section 3.02 and Article VIII, and in consideration of consummating the
      Transactions, each of the Members shall receive its pro rata share of cash
      in an
      amount equal to the Purchase Price. 

     

    
      
        
        

      

      
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    Section
      3.02  Delivery
      of the Purchase Price; Other Payments.
      Subject
      to the adjustments set forth in Section 3.03 hereof, Sub shall pay an aggregate
      of $10,000,000 on the Closing Date as follows:

     

    (A)  Delivery
      of the Purchase Price.
      

     

    (i)  Purchase
      Price Delivered to the Members.
      At the
      Closing, Sub shall deliver by wire transfer of same day funds, to an account
      designated by the Member Representative, an amount equal to the Purchase Price
      less
      the
      Indemnification Escrow Cash for the benefit of the Members.

     

    (ii)  Purchase
      Price Delivered to the Escrow Agent.
      At the
      Closing, Sub shall deliver to Honigman Miller Schwartz and Cohn LLP, as escrow
      agent (the "Escrow
      Agent"),
      by
      wire transfer of same day funds, Three Million Dollars ($3,000,000.00) of the
      Purchase Price (the "Indemnification
      Escrow Cash").
      The
      Indemnification Escrow Cash shall be disbursed solely in accordance with the
      terms of the Escrow Agreement (as defined below).

     

    (iii)  Payment
      of Funded Indebtedness.
      Contemporaneously with the Effective Time, Sub shall directly repay in full
      all
      outstanding principal and accrued and unpaid interest and all other amounts
      represented by FastFind to be owing with respect to the Funded
      Indebtedness.

     

    (iv)  Disbursement
      of the Indemnification Escrow Cash; Escrow Agreement.
      The
      Indemnification Escrow Cash shall be applied and disbursed in accordance with
      the terms and provisions of the Escrow Agreement substantially in the form
      attached as Exhibit
      3.02(A)(iv)
      (the
      "Escrow
      Agreement").

     

    Section
      3.03  Adjustment
      to the Merger Consideration/Purchase Price.

     

    (A)  Draft
      Closing Balance Sheet and Draft Closing Net Working Capital.
      

     

    (i)  Draft
      Closing Balance Sheet.
      Within
      thirty (30) calendar days following the Closing Date, the Surviving Company
      will
      prepare a balance sheet for FastFind as of the Closing Date (the "Draft
      Closing Balance Sheet").
      

     

    (ii)  Draft
      Closing Balance Sheet Prepared in Accordance with GAAP and the Pre-Closing
      Balance Sheet.
      The
      Draft Closing Balance Sheet shall be prepared in accordance with generally
      accepted accounting principles ("GAAP")
      applied on a basis consistent with that used in preparing FastFind’s unaudited
      balance sheet as of September 30, 2005 attached to this Agreement as
Exhibit
      3.03(A)
      (the
      "Pre-Closing
      Balance Sheet").

     

    (iii)  The
      Surviving Company 's Delivery of Draft Closing Balance Sheet and Draft Closing
      Date Net Working Capital.
      The
      Surviving Company shall deliver the Draft Closing Balance Sheet (and the related
      worksheets, working papers, notes, schedules and other documents prepared in
      connection with the Draft Closing Balance Sheet) and its calculation of the
      Net
      Working Capital of FastFind as of the Closing Date (the "Draft
      Closing Date Net Working Capital")
      to the
      Member Representative not later than sixty (60) calendar days following the
      Closing Date.

     

    (B)  Review
      by the Member Representative and its Accountants.
      Within
      thirty (30) calendar days following the receipt by the Member Representative
      of
      the Draft Closing Balance Sheet (and the related worksheets, working papers,
      notes, schedules and other documents prepared in connection with the Draft
      Closing Balance Sheet) from the Surviving Company, the Member Representative
      shall provide to Surviving Company a report indicating its agreement or
      objections to the Draft Closing Balance Sheet and the Draft Closing Date Net
      Working Capital (the "FastFind Report").
      

     

    
      
        
        

      

      
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    (C)  Cooperation.
      For
      purposes of preparing the Draft Closing Balance Sheet and during the period
      of
      any dispute referred to in Section 3.03(D) below, the Member Representative,
      Bankrate and their respective accountants and representatives shall fully
      cooperate with each other, and provide each other full access to the books,
      records, facilities and employees of the Surviving Company, insofar as each
      party has possession or control of the foregoing, in each case to the extent
      required to enable the parties, with the assistance of their respective
      accountants and representatives, to prepare or review the Draft Closing Balance
      Sheet. Bankrate agrees that following the Closing it will not take any actions
      with respect to the accounting books, records, policies and procedures of the
      Surviving Company that would affect the preparation of the Draft Closing Balance
      Sheet or the FastFind Report.

     

    (D)  Agreement
      on Closing Balance Sheet.

     

    (i)  Agreement
      of the Parties.
      Within
      fifteen (15) calendar days of the receipt by the Member Representative of the
      FastFind Report, the Member Representative and Bankrate shall endeavor to agree
      on any matters in dispute.

     

    (ii)  Decision
      by Independent Accounting Firm.
      If the
      Member Representative and Bankrate are unable to agree on any matters in dispute
      within fifteen (15) calendar days after receipt of the FastFind Report, the
      matters in dispute will be submitted for resolution to a "big four" accounting
      firm selected by lot (other than KPMG LLP or Ernst & Young LLP) (the
      "Independent
      Accounting Firm")
      to
      make a final determination in accordance with the guidelines and procedures
      set
      forth in this Agreement. The Member Representative and Bankrate shall instruct
      the Independent Accounting Firm to not assign a value to any item in dispute
      greater than the greatest value for such item assigned by the Member
      Representative, on the one hand, or Bankrate, on the other hand, or less than
      the smallest value for such item assigned by the Member Representative, on
      the
      one hand, or Bankrate, on the other hand. The Member Representative and Bankrate
      shall also instruct the Independent Accounting Firm to make its determination
      based solely on presentations by the Member Representative and Bankrate which
      are in accordance with the guidelines and procedures set forth in this Agreement
      (i.e., not on the basis of an independent review). Within thirty (30) calendar
      days of such submission, the Independent Accounting Firm shall determine and
      issue a written report to Bankrate and the Member Representative. Bankrate
      and
      the Member Representative shall cooperate with each other and each other's
      representatives to enable the Independent Accounting Firm to render a decision
      as promptly as possible.

     

    (iii)  Fees.
      The
      fees and disbursements of the Independent Accounting Firm shall be billed to
      Bankrate; provided, however, each of FastFind and Bankrate shall be responsible
      for paying such fees in inverse proportion as they prevail on matters decided
      by
      the Independent Accounting Firm, which proportionate allocations shall also
      be
      determined by the Independent Accounting Firm, as arbitrators, at the time
      such
      determination of the Independent Accounting Firm is rendered on the submitted
      dispute(s). All amounts owed by FastFind pursuant to this Section 3.03(D)(iii)
      Bankrate shall be included in the Purchase Price adjustment set forth in Section
      3.03(E).

     

    
      
        
        

      

      
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    (iv)  Closing
      Balance Sheet.
      The
      balance sheet incorporating the resolution of matters in dispute (if any) is
      referred to as the "Closing
      Balance Sheet".
      The
      adjustment to the Purchase Price pursuant to Section 3.03(E), based on the
      Closing Balance Sheet, (the "Purchase
      Price Adjustment")
      shall
      have the legal effect of an arbitral award and shall be final, binding and
      conclusive on the parties to this Agreement.

     

    (E)  Purchase
      Price Adjustment Based on Closing Date Net Working Capital.
      

     

    (i)  Adjustment
      if the Closing Date Net Working Capital is Greater than Zero.
      If the
      Net Working Capital of the Surviving Company, as disclosed in the Closing
      Balance Sheet (the "Closing
      Date Net Working Capital"),
      is
greater
      than
      zero, then (a) the Purchase Price shall be increased by the amount of such
      Net
      Working Capital and (b) Bankrate shall immediately pay such amount plus interest
      thereon from the Closing Date at the rate of 8% per annum to the Member
      Representative, for the benefit of the Members.

     

    (ii)  Adjustment
      if the Closing Date Net Working Capital is Less than Zero.
      If the
      Closing Date Net Working Capital is less
      than
      zero, then (a) the Purchase Price shall be decreased by the amount of such
      Net
      Working Capital deficit and (b) each of the Members, through the Member
      Representative, shall instruct the Escrow Agent to immediately pay to Bankrate
      such Member’s pro-rata portion of such Net Working Capital deficit, plus
      interest thereon from the Closing Date at the rate of 8% per annum, from the
      Indemnification Escrow Cash.

     

    Section
      3.04  Withholding
      Rights.
      The
      Member Representative shall be entitled to deduct and withhold from the
      consideration otherwise payable to any Member pursuant to this Agreement such
      amounts as may be required to be deducted and withheld with respect to the
      making of such payment under the Code, or under any provision of state, local
      or
      foreign tax Law. If the Member Representative withholds amounts in accordance
      with this Section
      3.04,
      such
      amounts shall be treated for all purposes of this Agreement as having been
      paid
      to the Member.

     

    Section
      3.05  No
      Further Ownership Rights in FastFind Membership Interests after the Effective
      Time.
      The
      Purchase Price paid in accordance with the terms of this Article III upon
      conversion of any FastFind Membership Interests shall be deemed to have been
      paid in full satisfaction of all rights pertaining to such FastFind Membership
      Interests. After the Effective Time, there shall be no registration of transfers
      on the membership interest transfer books that were outstanding immediately
      prior to the Effective Time. 

     

    Section
      3.06  Dissenters
      Rights.
      Members
      may be entitled to dissenters' rights under the Delaware Corporate Law. At
      the
      Effective Time, all membership interests held by dissenting Members shall
      automatically be cancelled and shall cease to exist, and such Member shall
      cease
      to have any rights with respect to such membership interests, except for rights
      in accordance with the provisions of the Delaware Corporate Law.

     

    Section
      3.07  Options.
      FastFind
      shall take all actions necessary to ensure that FastFind will not, at the time
      of the Closing, be bound by any options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, “stock appreciation rights”,
      stock-based performance units or other rights or agreements which would entitle
      any Person, other than Bankrate and the Sub, to own any ownership interests
      of
      FastFind or to receive any payment in respect thereof at any time after the
      Closing Date. 

     

    
      
        
        

      

      
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    ARTICLE
      IV

    EFFECT
      OF THE MERGER ON THE MEMBERSHIP INTERESTS OF THE SUB AND 

    FASTFIND

     

    Section
      4.01  Effect
      of Merger on Membership Interests.
      At the
      Effective Time, as a result of the Merger and without any further action on
      the
      part of Bankrate, Sub, FastFind, the Members or any holder of any membership
      interests of Sub:

     

    (A)  Membership
      Interests of Sub Convert to Membership Interests of the Surviving
      Company.
      As of
      the Effective Time, each issued and outstanding membership interest of Sub
      (the
      "Sub
      Membership Interests")
      shall
      be converted into and become one (1) fully paid and nonassessable membership
      interest of the Surviving Company.

     

    (B)  Cancellation
      of FastFind Treasury Membership Interests.
      As of
      the Effective Time, all FastFind Membership Interests that are owned by FastFind
      if any, shall
      automatically be canceled and shall cease to exist. No cash or other
      consideration shall be delivered or deliverable in exchange for such FastFind
      Membership Interests.

     

    (C)  Cancellation
      of FastFind Membership Interests.
      As of
      the Effective Time, all FastFind Membership Interests shall no longer be
      outstanding and shall automatically be canceled and shall cease to exist, and
      each Member shall cease to have any rights with respect thereto, except the
      right to receive the Purchase Price in accordance with Article III, without
      interest. FastFind has not issued certificates representing FastFind Membership
      Interests.

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF THE MEMBERS

     

    The
      Members, jointly and severally, represent
      and warrant to Bankrate and Sub that:

     

    Section
      5.01  Organization,
      Standing and Power.
      Except
      as set forth in Exhibit
      5.01,
      FastFind is duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction in which it is organized and has full limited liability
      company power and authority and possesses all material licenses, permits and
      approvals necessary to enable it to own, lease or otherwise hold its properties
      and assets and to conduct its businesses as presently conducted. FastFind is
      duly qualified to do business in each jurisdiction where the nature of its
      business or the ownership or leasing of its properties makes such qualification
      necessary. 

     

    Section
      5.02  Certificate
      of Formation; Limited Liability Company Agreement.
      Exhibit
      5.02(A)
      is a
      true and complete copy of the Certificate of Formation of FastFind, as amended
      to the date of this Agreement (as so amended, the "FastFind
      Certificate of Formation").
      Exhibit
      5.02(B)
      is a
      true and complete copy of FastFind’s Limited Liability Company Agreement, as
      amended to the date of this Agreement (as so amended, the "FastFind LLC
      Agreement").
      FastFind is not in violation of any of the provisions of the FastFind
      Certificate of Formation or the FastFind LLC Agreement.

     

    Section
      5.03  FastFind
      has No Subsidiaries and Owns No Equity Interests in Any
      Person.
      Except
      as set forth in Exhibit
      5.03,
      FastFind has never had nor does it currently have any Subsidiaries, nor has
      FastFind owned or does it currently own, directly or indirectly, any capital
      stock, membership interest, partnership interest, joint venture interest or
      other equity interest in any Person.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    Section
      5.04  Ownership
      of Members.
      Each of
      the Members owns the respective number of membership interests of FastFind
      as
      set forth in Schedule
      1. Immediately
      prior to Closing, the Members shall:

     

    (A)  have
      good
      and marketable title to and own, beneficially and of record, One Hundred Percent
      (100%) of the FastFind Membership Interests;

     

    (B)  own
      the
      FastFind Membership Interests free and clear of all Liens of any nature
      whatsoever; and

     

    (C)  have
      full
      voting power over all of the FastFind Membership Interests, subject to no proxy,
      operating agreement (other than the FastFind LLC Agreement), voting trust or
      other agreement relating to the voting of any of the FastFind Membership
      Interests.

     

    Other
      than this Agreement or the FastFind LLC Agreement, there is no agreement between
      FastFind and/or any of the Members and any other Person with respect to the
      disposition, pledge or hypothecation of any of the FastFind Membership Interests
      or otherwise relating to the FastFind Membership Interests.

     

    Section
      5.05  The
      Members and FastFind Approve and Adopt this Agreement.
      Other
      than the approval by FastFind's Board of Managers and the Members, no other
      action is required on the part of FastFind or the Members to approve and adopt
      the execution, delivery and performance of this Agreement and the
      Transactions.

     

    Section
      5.06  FastFind
      has Authority to Enter Into this Agreement and Engage in the
      Transactions.
      The
      execution, delivery and performance by FastFind of this Agreement and the
      ancillary agreements to be entered into by FastFind pursuant to the terms of
      this Agreement (the "Ancillary
      Agreements"),
      and
      the consummation by FastFind of the Transactions: (A) are within the requisite
      limited liability company powers of FastFind; (B) not in contravention of the
      terms of the FastFind Certificate of Formation and the FastFind LLC Agreement;
      and (C) have been duly authorized and approved by the FastFind Board of Managers
      and the Members, and by all necessary limited liability company action on the
      part of FastFind. No other proceedings on the part of FastFind are necessary
      to
      authorize the execution, delivery and performance by FastFind of this Agreement,
      the Ancillary Agreements and the Transactions. 

     

    Section
      5.07  FastFind
      and the Members have Validly Executed and Delivered this
      Agreement.
      FastFind and the Members have each duly executed and delivered this Agreement,
      and the Ancillary Agreements to be entered into by FastFind and/or the Members
      pursuant to the terms of this Agreement shall have been duly and validly
      executed and delivered by FastFind and/or the Members, as applicable. This
      Agreement constitutes, and upon their execution and delivery, such Ancillary
      Agreements will constitute, the legal, valid and binding obligation, of FastFind
      and/or the Members, as applicable, enforceable against FastFind and/or each
      Member in accordance with their respective terms, except as may be limited
      by
      bankruptcy, insolvency or other laws affecting creditor’s rights generally and
      general principles of equity. 

     

    Section
      5.08  Capital
      Structure.
      

     

    (A)  Breakdown
      of Authorized Membership Interests.
      There
      are 20,000 membership interests of FastFind authorized, all of which are issued
      and outstanding. As of the date of this Agreement, no other securities of
      FastFind were issued, reserved for issuance, or outstanding. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (B)  FastFind
      Membership Interests Validly Issued.
      The
      FastFind Membership Interests, are, duly authorized, validly issued, fully
      paid
      and nonassessable and not subject to or issued in violation of any purchase
      option, call option, right of first refusal, preemptive right, subscription
      right or any similar right under any provision of the Delaware Corporate Law,
      the FastFind Certificate of Formation, the FastFind LLC Agreement or any
      Contract (as defined in Section 5.10(B)) to which FastFind is a party or
      otherwise bound, providing for the issuance, disposition or acquisition of
      any
      equity interests of FastFind. 

     

    (C)  No
      Voting FastFind Debt Exists.
      There
      are not any bonds, debentures, notes or other indebtedness of FastFind having
      the right to vote (or convertible into, or exchangeable for, securities having
      the right to vote) on any matters on which holders of FastFind Membership
      Interests may vote ("Voting
      FastFind Debt").
      

     

    (D)  No
      Obligation to Issue Additional Equity or Similar Rights.
      Except
      as set forth above in Sections 5.08(A) and 5.08(B), as of the date of this
      Agreement, there are not any options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, “stock appreciation rights”,
      stock-based performance units, commitments, contracts, arrangements or
      undertakings of any kind to which FastFind is a party or by which FastFind
      is
      bound: 

     

    (i)  obligating
      FastFind to issue, deliver or sell, or cause to be issued, delivered or sold,
      additional membership interests of FastFind or other equity interests in, or
      any
      security convertible or exercisable for or exchangeable into any of membership
      interests of FastFind or other equity interest in FastFind or any Voting
      FastFind Debt, 

     

    (ii)  obligating
      FastFind to issue, grant, extend or enter into any such options, warrant, call,
      right, security, commitment, contract, arrangement or undertaking, or


     

    (iii)  that
      give
      any Person the right to receive any economic benefit or right similar to or
      derived from the economic benefits and rights occurring to holders of FastFind’s
      membership interests. 

     

    (E)  No
      Obligation to Redeem Membership Interests of FastFind.
      There
      are not any outstanding contractual obligations of FastFind to repurchase,
      redeem or otherwise acquire any membership interests of FastFind. At the time
      of
      the Closing, there will not be outstanding any rights, warrants, options or
      other securities entitling the holders thereof to purchase, acquire or otherwise
      receive any membership interests of FastFind (or any other securities
      exercisable for or convertible into such Membership Interests).

     

    Section
      5.09  Financial
      Statements.
      FastFind has furnished Bankrate with copies of its (i) audited financial
      statements as of December 31, 2004 and (ii) unaudited financial statements
      as of
      September 30, 2005, prepared in accordance with GAAP (the "Financials").
      The
      Financials are consistent with the books and records of FastFind. The Financials
      are correct in all material respects. The Financials present fairly, in all
      material respects, the financial condition and operating results of FastFind
      as
      of the dates and during the periods indicated therein. There has been no change
      in FastFind accounting policies, except as described in the Financials.


     

    Section
      5.10  No
      Conflicts.
      The
      execution and delivery by FastFind and the Members of this Agreement or any
      of
      the Ancillary Agreements to be entered into by FastFind or any Member(s)
      pursuant to the terms of this Agreement, and the consummation of the
      Transactions, will not conflict with or result in any violation of or default
      (with or without notice or lapse of time, or both) under, or give rise to a
      right of termination, cancellation or acceleration of any obligation or to
      loss
      of a material benefit under, or to increased, additional, accelerated or
      guaranteed rights or entitlements of any Person under, or result in the creation
      of any Lien upon any of the properties or assets of FastFind under, any
      provision of:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (A)  the
      FastFind Certificate of Formation or the FastFind LLC Agreement;

     

    (B)  any
      Material Contract (as defined in Section 5.14), lease, license, indenture,
      note,
      bond, agreement, permit, concession, franchise or other instrument (a
      "Contract")
      to
      which the Members or FastFind is a party or by which any of their respective
      properties or assets is bound, or 

     

    (C)  any
      Judgment or Law applicable to the Members, FastFind or their respective
      properties or assets, subject to the filings and other matters referred to
      in
      Section 5.11.

     

    Section
      5.11  No
      Governmental Entity Consents.
      No
      consent, approval, license, permit, order or authorization ("Consent")
      of, or
      registration, declaration or filing with, or permit from, any Federal, state,
      local or foreign government or any court of competent jurisdiction, (a
      "Governmental
      Entity")
      is
      required to be obtained or made by or with respect to FastFind in connection
      with the execution, delivery and performance of this Agreement or the
      consummation of the Transactions, other than:

     

    (A)  the
      filing of the Certificate of Merger with the Secretary of State of the State
      of
      Delaware and appropriate documents with the relevant authorities of the other
      jurisdictions in which FastFind is qualified to do business, 

     

    (B)  compliance
      with and such filings as may be required under applicable environmental Laws,
      

     

    (C)  such
      filings as may be required in connection with the Taxes described in Section
      5.15, and 

     

    (D)  such
      other items as are set forth in Exhibit
      5.11(D).

     

    Section
      5.12  Brokers.
      No
      broker, investment banker, financial adviser or other Person is entitled to
      any
      broker’s, finder’s, financial adviser's or other similar fee or commission in
      connection with the Transactions based upon arrangements made by or on behalf
      of
      FastFind. 

     

    Section
      5.13  Absence
      of Certain Changes or Events.
      Except
      as set forth in Exhibit
      5.13,
      from
      September 30, 2005, to the date of this Agreement, FastFind has conducted its
      business only in the ordinary course, and during such period there has not
      been
      any:

     

    (A)  event,
      change, effect or development that, individually or in the aggregate, has had
      or
      could reasonably be expected to have a FastFind Material Adverse
      Effect;

     

    (B)  declaration,
      setting aside or payment of any dividend or other distribution (whether in
      cash,
      equity or property) with respect to any membership interests of FastFind or
      any
      repurchase for value by FastFind of any membership interests of
      FastFind;

     

    (C)  split,
      combination or reclassification of any membership interests of FastFind or
      any
      issuance or the authorization of any issuance of any other securities in respect
      of, in lieu of or in substitution for membership interests of
      FastFind;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (D)  granting
      of any options, warrants, calls or rights to acquire any membership interests
      of
      FastFind or other securities of FastFind;

     

    (E)  (1)
      granting to any employee, executive officer, or manager of FastFind any increase
      in compensation, (2) granting to any executive officer or manager of FastFind
      any increase in severance or termination pay, (3) entering into any employment,
      consulting, indemnification, severance or termination agreement, or any other
      Material Contract, with any such executive officer or manager, (4)
      establishment, adoption, entering into or amendment in any material respect
      of
      any collective bargaining agreement or FastFind Benefit Plan (as defined in
      Section 5.20), (5) agreeing to provide any severance benefits to any employee,
      executive officer, or manager of FastFind, or (6) taking any action to
      accelerate any rights or benefits, or make any material determinations not
      in
      the ordinary course of business consistent with prior practice, under any
      collective bargaining agreement or FastFind Benefit Plan;

     

    (F)  any
      change in accounting methods, principles or practices by FastFind materially
      affecting the consolidated assets, liabilities or results of operations of
      FastFind, except insofar as may have been required by a change in GAAP;


     

    (G)  any
      material revaluation by FastFind of any of its assets;

     

    (H)  any
      material change in FastFind’s pricing policies;

     

    (I)  any
      liability incurred other than in the ordinary course of business, consistent
      with past practice, or any borrowing of monies in excess of $25,000 in the
      aggregate;

     

    (J)  any
      making of any loan, advance or capital contribution to, or investment in, any
      Person;

     

    (K)  any
      Contract with respect to any acquisition, sale or transfer of any material
      asset
      of FastFind;

     

    (L)  any
      material damage, destruction or loss, whether or not covered by insurance,
      affecting its assets, properties or business;

     

    (M)  any
      entry
      into, amendment of, or relinquishment, termination or nonrenewal by FastFind
      of
      any Material Contract other than in the ordinary course of
      business;

     

    (N)  any
      payment or discharge of any material encumbrance;

     

    (O)  any
      material elections with respect to Taxes by FastFind or settlement or compromise
      by FastFind of any material Tax liability or refund;

     

    (P)  any
      sale,
      disposition, transfer or license to any Person of any FastFind Intellectual
      Property Rights (as defined below) other than in the ordinary course of
      business;

     

    (Q)  any
      deferral of the payment of any accounts payable other than in the ordinary
      course of business, or in an amount which is not material, or any discount,
      accommodation or other concession made other than in the ordinary course of
      business, in order to accelerate or induce the collection of any receivable;
      or

     

    (R)  any
      labor
      dispute or claim of unfair labor practices.

     

    
      
        
        

      

      
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    Section
      5.14  Material
      Contracts.
      Except
      for this Agreement and the Material Contracts listed in Exhibit
      5.14,
      FastFind is not a party or subject to any of the following (whether oral or
      in
      writing):

     

    (A)  any
      material reseller, marketing, sales representative or similar Contract under
      which any third party is authorized to sell, market or take orders for any
      of
      FastFind’s products or services;

     

    (B)  any
      Contract in which FastFind has granted or received exclusive sales, distribution
      or marketing rights, rights of refusal, rights of first negotiation or similar
      rights with respect to any product or service;

     

    (C)  any
      Contract providing for the development of any material technology or
      Intellectual Property rights, independently or jointly, for it, other than
      consultants and contractors of FastFind on FastFind’s standard forms for such
      Contracts;

     

    (D)  any
      joint
      venture or partnership Contract, any Contract relating to a limited liability
      company or any other Contract which has involved, or is reasonably expected
      to
      involve, a sharing of revenues, profits, cash flows, expenses or losses by
      it
      with any other party;

     

    (E)  any
      Contract for or relating to the employment or hiring for services of any of
      its
      managers, officers, members or key employees;

     

    (F)  any
      Contract or trust deed encumbering any of its assets or properties, any
      promissory note, any credit line, credit facility, loan agreement or other
      Contract for the borrowing of money pursuant to which it may borrow or loan
      funds, any security agreement encumbering any of its assets or properties,
      any
      security agreement encumbering any asset or property of a third party for its
      benefit, any guarantee by it of any obligation or indebtedness of another party
      or any guarantee of any of its obligations or indebtedness, and any Contract
      for
      a leasing transaction of a type required to be capitalized in accordance with
      Statement of Financial Accounting Standards No. 13 of the Financial Accounting
      Standards Board;

     

    (G)  any
      Contract under which it is lessee of or holds or operates any items of tangible
      personal property or real property owned by any third party and under which
      payments to such third party exceed $50,000.00 per annum, and any Contract
      for
      the sale, purchase or disposition of any real property;

     

    (H)  any
      Contract for the sale, licensing or leasing by or to it of any assets,
      properties, products, services or rights having a value in excess of $50,000.00
      or which is material to FastFind’s business;

     

    (I)  any
      Contract or plan (including any options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, “stock appreciation rights”, or
      stock-based performance units) relating to the sale, issuance, grant, exercise,
      award, purchase, repurchase or redemption of any membership interests of
      FastFind or any options, warrants, convertible notes or other rights to purchase
      or otherwise acquire any membership interests of FastFind, other securities
      or
      options, warrants or other similar rights;

     

    (J)  any
      Contract pursuant to which FastFind has acquired a material business or entity,
      or assets of a business or entity, whether by way of merger, consolidation,
      purchase of stock, purchase of assets, license or otherwise;

     

    
      
        
        

      

      
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    (K)  any
      other
      Contract to which FastFind is a party or by which FastFind or any of FastFind’s
      assets or properties are bound (i) that is material to the financial condition
      and results of operations of FastFind taken as a whole or (ii) that involves
      a
      future financial commitment by it in excess of $50,000; or

     

    (L)  any
      Contract between FastFind and any Governmental Entity or any
      Permit.

     

    All
      Contracts listed in Exhibit
      5.14
      shall be
      collectively referred to as the "Material
      Contracts". Neither
      FastFind nor, to the Knowledge of FastFind, any other party, is in material
      breach or default under any Material Contract.

     

    Each
      FastFind Education Insertion Orders, Online Advertising Agreements, Master
      Marketing Agreements/Lead Purchase Agreements identified on Exhibit
      5.14 that
      involves less than $50,000 in future consideration is
      materially identical other than for particular information about the other
      party
      entering into such agreement (name, address, contact person, etc.), pricing
      information and information about the particular campaign (as
      applicable).

     

    Section
      5.15  Taxes.

     

    (A)  Returns
      are Timely Filed.
      FastFind has timely filed all Returns relating to Taxes required to be filed
      by
      or on behalf of FastFind on or before the Closing, with any Tax authority,
      such
      Returns are true, correct and complete in all material respects, and FastFind
      has paid all Taxes shown to be due on such Returns.

     

    (B)  Withholdings.
      FastFind has withheld with respect to its employees all federal and state income
      Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant
      to the Federal Unemployment Tax Act, Taxes pursuant to the exercise, deemed
      exercise, transfer, cancellation and/or termination of the options, and other
      Taxes required to be withheld.

     

    (C)  No
      Delinquencies, Deficiencies or Waivers. 

     

    (i)  No
      deficiencies for Taxes have been claimed, proposed or assessed in writing by
      any
      Governmental Entity for which FastFind may have any liability; 

     

    (ii)  There
      are
      no pending or, to the Knowledge of FastFind, threatened audits, suits,
      proceedings, actions, investigations or claims for or relating to any liability
      in respect of Taxes with respect to FastFind; 

     

    (iii)  There
      are
      no matters under discussion by FastFind with any Governmental Entity with
      respect to Taxes that may result in an additional amount of Taxes for which
      FastFind may have any liability or which may attach to the assets and properties
      of FastFind; and 

     

    (iv)  FastFind
      has not waived any statute of limitations in respect of Taxes or agreed to
      any
      extension of time with respect to a Tax assessment or deficiency.

     

    (D)  No
      Audits.
      To the
      Knowledge of FastFind, no audit or other examination of any Return of FastFind
      by any Tax authority is presently in progress, nor has FastFind been notified,
      orally or in writing, of any request for such an audit or other examination
      or
      any Tax authority’s intent to request such an audit or other examination.


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    (E)  No
      Adjustments Proposed.
      To the
      Knowledge of FastFind, no adjustment relating to any Returns filed by FastFind
      has been proposed in writing formally or informally by any Tax authority to
      FastFind or any representative thereof that is reasonably likely to be material
      to FastFind.

     

    (F)  No
      Liability for Unpaid Taxes.
      FastFind has no liability for unpaid Taxes which have not been accrued for
      or
      adequately reserved on the Financials in accordance with GAAP, whether asserted
      or unasserted, contingent or otherwise, which is material to
      FastFind.

     

    (G)  FastFind
      is Not a USRPHC.
      Since
      its inception, FastFind has not been a "United States real property holding
      corporation," as defined in Section 897(c)(2) of the Code and in Section
      1.897-2(b) of the Regulations.

     

    (H)  No
      Liens for Taxes.
      There
      are no material Liens for Taxes (other than taxes not yet due and payable)
      upon
      any of the assets of FastFind.

     

    (I)  No
      Consolidated Filings.
      FastFind has not been a member of an affiliated group filing a consolidated
      federal income Tax Return.

     

    (J)  No
      Tax
      Allocations or Sharing.
      FastFind is not a party to any income Tax allocation or sharing
      agreement.

     

    (K)  Tax
      Information Provided to Bankrate.
      FastFind has made available to Bankrate correct and complete copies of all
      federal income tax returns, examination reports, and statements of deficiencies
      assessed against or agreed to by FastFind within the past three (3)
      years.

     

    (L)  No
      Distributions.
      FastFind has not distributed equity of another Person, or has had its membership
      interests distributed by another Person, in a transaction that was purported
      or
      intended to be governed in whole or in part by Section 355 of the Code or
      Section 361 of the Code within the last two (2) years.

     

    Section
      5.16  Affiliate
      Transactions.
      Except
      as set forth in Exhibit
      5.16,
      there
      are no contracts, commitments, agreements, borrowings, arrangements or other
      transactions between either FastFind and any (a) officer or manager of FastFind,
      (b) record or beneficial owner of the voting securities of FastFind, or (c)
      other affiliate of such officer, manager, Member or beneficial owner of FastFind
      Membership Interests.

     

    Section
      5.17  Banking
      Relationships.  Exhibit
      5.17
      sets
      forth the names and locations of all banks, trust companies, savings and loan
      associations and other financial institutions at which FastFind maintains any
      safe deposit boxes or accounts and the names of all Persons authorized to draw
      thereon or make withdrawals therefrom.

     

    Section
      5.18  Title
      to Properties.

     

    (A)  Real
      Property Ownership and Leases.
      FastFind does not own any real property interests. Exhibit
      5.18
      sets
      forth a list of all leases of real property used primarily in the operation
      of
      the FastFind business. FastFind is in material compliance with the terms of
      such
      real property leases and, to the Knowledge of FastFind such leases are valid
      and
      effective in accordance with their respective terms, and there is not, under
      any
      of such leases, any existing default or event of default (or event which with
      notice or lapse of time, or both, would constitute a default) that would give
      rise to a material claim against Bankrate.

     

    
      
        
        

      

      
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    (B)  Valid
      Ownership or Leasehold of Property.
      FastFind has good and valid title to, or, in the case of leased properties
      and
      assets, valid leasehold interests in, all of the material tangible properties
      and assets, real, personal and mixed, used in FastFind’s business or shown on
      the Financials.

     

    Section
      5.19  Intellectual
      Property.
      

     

    (A)  FastFind
      Intellectual Property Rights.
      Except
      as set forth on Exhibit
      5.19(A),
      FastFind owns, or has a valid right or license to use all Intellectual Property
      currently used in the conduct of FastFind’s business (such Intellectual Property
      being collectively referred to as the "FastFind
      Intellectual Property Rights"). "FastFind
      Owned Intellectual Property Rights" means
      FastFind Intellectual Property Rights that are owned or licensed exclusively
      to
      FastFind. 

     

    (B)  FastFind’s
      Licenses.
      Exhibit
      5.19(B)
      sets
      forth a list of all licenses, sublicenses and other agreements as to which
      FastFind is a party and pursuant to which FastFind grants to any Person any
      rights to use any FastFind Intellectual Property Right.

     

    (C)  No
      Restrictions on Use or Licensing of FastFind Owned Intellectual Property
      Rights.
      No
      FastFind Owned Intellectual Property Right is subject to any outstanding
      judgment, injunction, order, decree or agreement restricting the use thereof
      by
      FastFind or restricting the licensing thereof by FastFind to any
      Person.

     

    (D)  No
      Conflicts with this Agreement and the Transactions.
      Neither
      the execution, delivery and performance of this Agreement nor the consummation
      of the Transactions will, in accordance with their terms: (i) constitute a
      material breach of or material default under any contract to which FastFind
      is a
      party governing any FastFind Intellectual Property Right; or (ii) cause any
      material restriction on FastFind’s right to use, or the forfeiture or
      termination of (or give rise to a right of forfeiture or termination of), any
      FastFind Intellectual Property Right.

     

    (E)  No
      Infringement or Litigation.
      Except
      as set forth in Exhibit
      5.19(E),
      neither
      the development, marketing, license, sale or distribution of any FastFind’s
      products or business method violates any contract between the FastFind and
      any
      other Person or, to the Knowledge of FastFind, infringes or misappropriates
      any
      Intellectual Property Right of any third party. Except as set forth in
Exhibit
      5.19(E),
      there
      is no pending or, to the Knowledge of FastFind, threatened claim or litigation
      contesting the validity, ownership or right of FastFind to exercise any FastFind
      Intellectual Property Right or to use, develop, manufacture, market, license,
      sell or distribute any FastFind product. Except as set forth in Exhibit
      5.19(E),
      FastFind has not received any written or, to the Knowledge of FastFind, oral
      notice asserting that any FastFind Intellectual Property Right or FastFind
      product or business method conflicts with the rights of any other Person.
      Notwithstanding anything set forth in this Agreement or Exhibit
      5.19(E)
      to the
      contrary, to the Knowledge of FastFind, no FastFind Intellectual Property Right
      or FastFind product or business method infringes or misappropriates any
      Intellectual Property Right of any third party or conflicts with the rights
      of
      any other Person.

     

    (F)  Registered
      Intellectual Property.
      Exhibit
      5.19(F)
      sets
      forth all Registered Intellectual Property. All necessary registration,
      maintenance and renewal fees currently due in connection with Registered
      Intellectual Property have been made and all necessary documents, recordations
      and certificates in connection with such Registered Intellectual Property have
      been filed with the relevant patent, copyright, trademark or other authorities
      in the United States or foreign jurisdictions, as the case may be, for the
      purposes of maintaining such Registered Intellectual Property, except, in each
      case, as would not have a material impact on such item of Registered
      Intellectual Property.

     

    
      
        
        

      

      
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    (G)  No
      Employee Violations or Assignments.
      FastFind has not received any written or, to the Knowledge of FastFind, oral
      notice that any employee or consultant of FastFind: (1) is in material violation
      of any term or covenant of any employment contract, patent disclosure agreement,
      invention assignment agreement, nondisclosure agreement, non-competition
      agreement or any other contract, agreement, arrangement, commitment or
      undertaking with any other party by virtue of such employee’s or consultant’s
      being employed by, or performing services for, FastFind or using trade secrets
      or proprietary information of others without permission; or (ii) has developed
      any technology, software, or other copyrightable, patentable or otherwise
      proprietary work for FastFind that is subject to any agreement under which
      such
      employee or consultant has assigned or otherwise granted to any other Person
      any
      rights (including Intellectual Property rights) in or to such technology,
      software or other copyrightable, patentable or other proprietary
      work.

     

    (H)  Assignment
      by Employees to FastFind.
      All
      employees and consultants of FastFind that have materially contributed to the
      development of FastFind Owned Intellectual Property have executed and delivered
      an agreement regarding the protection of such proprietary information and the
      assignment of inventions to FastFind.

     

    (I)  Internet
      Domain Names.
      Exhibit
      5.19(I)
      sets
      forth all Internet domain names used in FastFind’s business.

     

    Section
      5.20  Employee
      Benefit Plans.

     

    (A)  No
      ERISA Affiliates.
      Other
      than Wescoco Investors, LLC, there is no entity, trade or business that has
      been
      or is a member with FastFind of a group described in Code Section 414(b), (c),
      (m) or (o), or Section 4001(b)(1) of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”),
      or
      that is a member of the same “controlled group” with FastFind pursuant to ERISA
      Section 4001(a)(14). Other than FastFind, there is no entity, trade or business
      that has been or is a member with Wescoco Investors, LLC of a group described
      in
      Code Section 414(b), (c), (m) or (o), or ERISA Section 4001(b)(1), or that
      is a
      member of the same “controlled group” with Wescoco Investors, LLC pursuant to
      ERISA Section 4001(a)(14).

     

    (B)  FastFind
      Employee Benefit Plans.
      FastFind has listed in Exhibit
      5.20(B),
      and, in
      addition thereto, has delivered or made available to Bankrate prior to the
      execution of this Agreement copies (and will continue to make the same available
      to Bankrate after execution of this Agreement and after the Closing, where
      necessary) of any and all pension, retirement, profit-sharing, deferred
      compensation, Options, employee stock ownership, severance pay, vacation, bonus,
      or other incentive plan, all other written employee programs, arrangements,
      or
      agreements, including any employment agreement which may itself contain such
      provisions, all medical, vision, dental, or other health plans, all life
      insurance plans, and all other employee benefit plans or fringe benefit plans,
      including “employee benefit plans” as that term is defined in ERISA Section
      3(3), currently adopted, maintained by, participated in, sponsored in whole
      or
      in part by, or contributed to by FastFind for the benefit of FastFind’s
      employees, retirees, dependents, spouses, directors, independent contractors,
      or
      any other beneficiaries (collectively “Participants”)
      under
      which such Participants are eligible to participate or receive benefits
      (collectively, the “FastFind
      Benefit Plans”).
      The
      FastFind Benefit Plans documents delivered or made available to Bankrate by
      FastFind include true and
      complete copies of each plan, together with any amendments thereto, any trust
      agreements associated with a FastFind
      Benefit Plan,
      together with any amendments thereto, any insurance or annuity contracts with
      respect to any FastFind
      Benefit Plan,
      all
      current summary plan descriptions with respect to any FastFind
      Benefit Plan together
      with any summaries of material modifications thereto, all Internal Revenue
      Service Forms 5500 (or variations thereof) together with any Schedule B and
      any
      other attachment thereto filed with respect to any FastFind
      Benefit Plan
      (for
      each of the three most recent plan years for which filings have been made),
      all
      certified actuarial statements (for each of the three most recent plan years
      for
      which such statements have been prepared) with respect to any FastFind
      Benefit Plan,
      any
      auditor's reports (for each of the three most recent plan years for which
      reports have been issued) with respect to any FastFind
      Benefit Plan,
      all
      current agreements or contracts entered into with any third party administrator
      or trustee with respect to any FastFind
      Benefit Plan,
      and all
      current agreements or contracts with any investment manager or investment
      advisor with respect to any FastFind
      Benefit Plan.
      

     

    
      
        
        

      

      
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    (C)  Administration
      of FastFind Benefit Plans.
      Except
      as otherwise provided for or disclosed elsewhere in this Agreement, FastFind,
      and, to FastFind’s knowledge, its agents, the trustees and other fiduciaries of
      the FastFind Benefit Plans, have, at all times, complied in all material
      respects with the applicable provisions of the FastFind Benefit Plans, the
      Code
      and ERISA and with all agreements relating to the administration of such
      FastFind Benefit Plans. Except as otherwise provided for or disclosed elsewhere
      in this Agreement, each FastFind Benefit Plan has been administered and
      communicated to the Participants and beneficiaries in all material respects
      in
      accordance with its provisions, and all required annual reports, filings,
      disclosures, or other communications, which have been required to be made to
      the
      Participants and beneficiaries, other employees, the IRS, the U.S. Department
      of
      Labor, or any other applicable governmental agency, in connection with each
      Plan, pursuant to the Code, ERISA, or other applicable statute or regulation,
      have been made in a timely manner and no material liability has been incurred
      on
      account of delinquent or incomplete compliance or failure to comply with such
      requirements. All amendments and actions required to bring the FastFind ERISA
      Plans into conformity with all of the applicable provisions of ERISA and other
      applicable Laws have been made or taken with respect to those provisions of
      ERISA and other applicable Laws for which the time period for amendment or
      actions expired on or before the Closing Date. Any bonding required with respect
      to any FastFind Benefit Plan in accordance with applicable provisions of ERISA
      has been obtained and is in full force and effect. Each FastFind ERISA Plan,
      which is intended to be qualified under Section 401(a) of the Code has
      heretofore received a favorable determination letter from the Internal Revenue
      Service, and FastFind is not aware of any circumstances likely to result in
      revocation of any such favorable determination letter(s). 

     

    (D)  Other
      Representations and Warranties Regarding FastFind Benefit Plans.
      Except
      as disclosed in Exhibit
      5.20(D):

     

    (i)  There
      are
      no actions, suits, investigations, arbitrations, or proceedings pending against
      any FastFind Benefit Plan, against the assets of any of the trusts under such
      plans or the plan sponsor or the plan administrator or against any agent or
      fiduciary of any FastFind Benefit Plan with respect to the operation of such
      plans (other than routine benefit claims);

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    (ii)  Neither
      FastFind nor, to FastFind’s knowledge, any disqualified person (as defined in
      Section 4975 of the Code) have engaged in a transaction with respect to any
      FastFind Benefit Plan that, assuming the taxable period of such transaction
      expired as of the date hereof, would subject FastFind, or, to FastFind’s
      knowledge, its agents, the trustees or the other fiduciaries of the FastFind
      Benefit Plans to
      a Tax
      imposed by either Section 4975 of the Code or any penalty under Section 502(i)
      of ERISA;

     

    (iii)  There
      have been no governmental audits of any FastFind Benefit Plan within the last
      six (6) years that has resulted in any material penalties, fines, excise taxes,
      additional benefit accruals, and there are no threatened or pending governmental
      audits as of the date hereof and as of the date of Closing; and

     

    (iv)  FastFind
      will not issue any membership interests, Options or amend or terminate any
      FastFind Benefit Plan subsequent to the date of this Agreement without the
      written consent of Bankrate except as may be necessary to honor any pre-existing
      contract or to maintain the qualification of such FastFind Benefit Plan in
      which
      case FastFind shall promptly notify Bankrate of such issuance, amendment or
      termination in writing prior to its implementation.

     

    (E)  No
      FastFind Pension Plans or Pension Plan Liability.
      FastFind has never maintained, adopted, sponsored, or contributed to, and does
      not have any liability or potential liability under or with respect to, any
      multiemployer plan (as such term is defined in ERISA Section 3(37) or
      4001(a)(3)) or any employee pension benefit plan (as such term is defined in
      ERISA Section 3(2)) subject to Section 302 or Title IV of ERISA, or otherwise
      has any liability or potential liability under Title IV of ERISA.

     

    (F)  No
      Wescoco Investors, LLC Benefit Plans.
      Wescoco
      Investors, LLC has never maintained, adopted, sponsored, or contributed to,
      and
      does not have any liability or potential liability under or with respect to:
      (i)
      any multiemployer plan (as such term is defined in ERISA Section 3(37) or
      4001(a)(3)) or any employee pension benefit plan (as such term is defined in
      ERISA Section 3(2)) subject to Section 302 or Title IV of ERISA, or otherwise
      has any liability or potential liability under Title IV of ERISA; (ii) any
      other
      employee pension benefit plan; or (iii) any employee welfare benefit plan (as
      such term is defined in ERISA Section 3(1)). 

     

    (G)  Retiree
      Health and Benefit Plans.
      Except
      as disclosed in Exhibit
      5.20(G),
      FastFind does not have any liability for retiree health and life benefits under
      any of the FastFind Benefit Plans and if there are any such plans, there are
      no
      restrictions on the rights of FastFind to amend or terminate any such retiree
      health or benefit Plan without incurring any post-termination liability
      thereunder, except for administrative costs and professional fees to terminate
      same).

     

    (H)  Effect
      of Transactions.
      Except
      as disclosed in Exhibit
      5.20(H),
      neither
      the execution and delivery of this Agreement nor the consummation of the
      Transactions will (i) result in any payment (including severance, unemployment
      compensation, golden parachute, change of control, or otherwise) becoming due
      to
      any director or any employee of FastFind under any FastFind Benefit Plan or
      otherwise, (ii) increase any benefits otherwise payable under any FastFind
      Benefit Plan, or (iii) result in any acceleration of the time of payment or
      vesting of any such benefit.

     

    (I)  Entitlements.
      Except
      as disclosed in Exhibit
      5.20(I),
      the
      actuarial present values of all accrued deferred compensation entitlements
      (including entitlements under any executive compensation, supplemental
      retirement, or employment agreement) of employees and former employees of any
      FastFind and respective beneficiaries, other than entitlements accrued pursuant
      to funded retirement plans subject to the provisions of Sections 401(a), have
      been fully reflected on the FastFind Financials to the extent required by and
      in
      accordance with GAAP.

     

    
      
        
        

      

      
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    (J)  No
      Membership Interests of FastFind are Assets of FastFind Benefit
      Plans.
      Except
      as
      disclosed in Exhibit
      5.20(J),
      no
      membership interests or other security issued by FastFind forms or has formed
      a
      part of the assets of any FastFind Benefit Plan.

     

    Section
      5.21  Litigation.
      Except
      as set forth in Exhibit
      5.21,
      there
      is no suit, action or proceeding pending, or to the Knowledge of FastFind,
      threatened against FastFind nor is there any Judgment outstanding against
      FastFind.

     

    Section
      5.22  Compliance
      with Applicable Laws.
      Except
      as set forth in Exhibit
      5.22, FastFind
      is in compliance, in all material respects, with all Laws which affect the
      business, business practice or any owned or leased real or personal property
      of
      FastFind, including those relating to occupational health and safety and the
      environment. FastFind has not received any written communication from a
      Governmental Entity alleging that FastFind is not in compliance in any material
      respect with any applicable Law. Neither FastFind, nor, to the Knowledge of
      FastFind, any of its Affiliates, (i) is conducting as of the date of this
      Agreement any internal investigation with respect to any alleged act or omission
      relating to the business, business practice or any owned or leased real or
      personal property of FastFind, or (ii) is planning to make a voluntary
      disclosure to any Governmental Authority with respect thereto.

     

    Section
      5.23  Permits.
      Except
      as set forth in Exhibit
      5.23, FastFind
      holds all material licenses, franchises, permits, certificates, approvals and
      authorizations from Governmental Entities, or required by Governmental Entities
      to be obtained, in each case necessary for the conduct of its business,
      including, without limitation, the sale of its products (collectively,
      "Permits").
      To
      the Knowledge of FastFind, FastFind is in compliance in all material respects
      with the terms of all Permits. To the Knowledge of FastFind, all such Permits
      have are in full force and effect, and all rights and entitlements pursuant
      to
      such Permits are vested in FastFind. To the Knowledge of FastFind, FastFind
      has
      not committed any act or failed to act in a manner which could result in the
      revocation or suspension of any such Permit or in any disciplinary action
      relating to such Permit. FastFind has not received any written notice to the
      effect that a Governmental Entity was considering the amendment, termination,
      revocation or cancellation of any Permit. All such Permits are renewable by
      their terms or in the ordinary course of business. 

     

    Section
      5.24  Environmental
      Matters.

     

    (A)  Hazardous
      Material.
      No
      underground storage tanks and no amount of any substance that has been
      designated by any Governmental Entity or by applicable federal, state or local
      law to be radioactive, toxic, hazardous or otherwise a danger to health or
      the
      environment, including, without limitation, PCBs, asbestos, petroleum,
      urea-formaldehyde and all substances listed as hazardous substances pursuant
      to
      the Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, as amended, or defined as a hazardous waste pursuant to the United States
      Resource Conservation and Recovery Act of 1976, as amended, and the regulations
      promulgated pursuant to said laws, but excluding office and janitorial supplies
      (a "Hazardous
      Material") are
      present, as a result of the actions of FastFind, or as a result of any actions
      of any third party or otherwise, in, on or under any property, including the
      land and the improvements, ground water and surface water thereof that FastFind
      has at any time owned, operated, occupied or leased.

     

    
      
        
        

      

      
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    (B)  Environmental
      Liabilities.
      No
      material action, proceeding, revocation proceeding, amendment procedure, writ
      or
      injunction is pending, and to the Knowledge of FastFind, no material action,
      proceeding, revocation proceeding, amendment procedure, writ or injunction
      has
      been threatened by any Governmental Entity against FastFind in a writing
      delivered to FastFind concerning any Hazardous Material. FastFind is not aware
      of any fact or circumstance that reasonably could be expected to involve
      FastFind in any environmental litigation or impose any environmental
      liability.

     

    Section
      5.25  Insurance.
      FastFind has policies of insurance and bonds of the type and in amounts
      customarily carried by persons conducting business or owning assets similar
      to
      those of the FastFind’s business. There is no material claim pending under any
      of such policies or bonds as to which coverage has been questioned, denied
      or
      disputed by the underwriters of such policies or bonds. All premiums due and
      payable under all such policies have been paid and FastFind is otherwise in
      compliance in all material respects with the terms of such policies and bonds.
      To the Knowledge of FastFind, there has been no threatened termination of,
      or
      material premium increase with respect to, any of such policies.

     

    Section
      5.26  Certain
      Payments.
      Since
      the beginning of the periods covered in the Financials, neither FastFind nor,
      to
      the Knowledge of FastFind, any of its managers, officers, managers, Affiliates
      or employees has given, offered, paid, promised to pay or authorized payment
      of
      any money, any gift or anything of value, in each case with the purpose of
      influencing any act or decision of the recipient in his or her official capacity
      or inducing the recipient to use his or her influence to affect an act or
      decision of a government official or employee, to any (a) governmental official
      or employee, (b) political party or candidate thereof, or (c) Person while
      knowing that all or a portion of such money or thing of value would be given
      or
      offered to a governmental official or employee or political party or candidate
      thereof.

     

    Section
      5.27  Funded
      Indebtedness. Exhibit
      5.27 sets
      forth all of the outstanding principal and accrued and unpaid interest and
      all
      other amounts owing with respect to the Funded Indebtedness.

     

    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES OF BANKRATE AND SUB

     

    Bankrate
      and Sub, jointly and severally, represent and warrant to the Members
      that:

     

    Section
      6.01  Organization,
      Standing and Power.
      Bankrate is duly organized, validly existing and in good standing under the
      laws
      of Florida and has full corporate power and authority to conduct its businesses
      as presently conducted. Sub is duly organized, validly existing and in good
      standing under the laws of Delaware and has full corporate power and authority
      to conduct its businesses as presently conducted.

     

    Section
      6.02  Sub.
      

     

    (A)  Sub's
      Sole Purpose is to Enter into this Agreement.
      Since
      the date of its formation, Sub has not carried on any business or conducted
      any
      operations other than the execution of this Agreement, the performance of its
      obligations pursuant to this Agreement and matters ancillary to its obligations
      pursuant to this Agreement.

     

    
      
        
        

      

      
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    (B)  Sub’s
      Membership Interests.
      All of
      the authorized membership interests of Sub have been validly issued, are fully
      paid and nonassessable and are owned by Bankrate free and clear of any
      Lien.

     

    Section
      6.03  Bankrate
      and Sub have Authority to Enter Into this Agreement and Engage in the
      Transactions.
      The
      execution, delivery and performance by Bankrate and Sub of this Agreement and
      the Ancillary Agreements, and the consummation by Bankrate and Sub of the
      Transactions are: (A) within the requisite corporate or limited liability
      company powers, as applicable, of Bankrate and Sub; (B) are not in contravention
      of the terms of Bankrate and Sub's organizational documents; and (C) have been
      duly authorized and approved by all necessary corporate action on the part
      of
      Bankrate and Sub. No other proceedings on the part of Bankrate or Sub are
      necessary to authorize the execution, delivery and performance by Bankrate
      and
      Sub of this Agreement, the Ancillary Agreements, and the Transactions.


     

    Section
      6.04  Bankrate
      and Sub have Validly Executed and Delivered this
      Agreement.
      Bankrate and Sub have each duly executed and delivered this Agreement, and
      the
      Ancillary Agreements to be entered into by Bankrate and/or Sub pursuant to
      the
      terms of this Agreement shall have been duly and validly executed and delivered
      by Bankrate and/or Sub, as applicable. This Agreement constitutes, and upon
      their execution and delivery, such Ancillary Agreements will constitute, the
      legal, valid and binding obligation, of Bankrate and/or Sub, as applicable,
      enforceable against Bankrate and/or Sub in accordance with their respective
      terms, except as may be limited by bankruptcy, insolvency, or other laws
      affecting creditor’s rights generally and general principles of equity.


     

    Section
      6.05  No
      Conflicts.
      The
      execution and delivery by each of Bankrate and Sub of this Agreement, do not,
      and the consummation of the Transactions and compliance with the terms of this
      Agreement will not, conflict with, or result in any violation of or default
      (with or without notice or lapse of time, or both) under, or give rise to a
      right of termination, cancellation or acceleration of any obligation or to
      loss
      of a material benefit under, or to increased, additional, accelerated or
      guaranteed rights or entitlements of any Person under, or result in the creation
      of any Lien upon any of the properties or assets of Bankrate or any of its
      Subsidiaries under, any provision of (i) the charter or organizational documents
      of Bankrate or any of its Subsidiaries, (ii) any material Contract to which
      Bankrate or any of its Subsidiaries is a party or by which any of their
      respective properties or assets is bound or (iii) subject to the filings and
      other matters referred to in Section 6.06, any material Judgment or Law
      applicable to Bankrate or any of its Subsidiaries or their respective properties
      or assets.

     

    Section
      6.06  No
      Government Entity Consents are Necessary.
      No
      Consent of, or registration, declaration or filing with, any Governmental Entity
      is required to be obtained or made by or with respect to Bankrate or any
      Bankrate Subsidiary in connection with the execution, delivery and performance
      of this Agreement or the consummation of the Transactions, other than (i) the
      filing with the SEC of such reports as may be required in connection with this
      Agreement and the Transactions, (ii) the filing of the Certificate of Merger
      with the Secretary of State of the State of Delaware, and (iii) such other
      items
      as are set forth in Exhibit
      6.06.

     

    Section
      6.07  Brokers.
      No
      broker, investment banker, financial adviser or other Person, is entitled to
      any
      broker’s, finder’s, financial adviser’s or other similar fee or commission in
      connection with the Transactions based upon arrangements made by or on behalf
      of
      Bankrate.

     

    
      
        
        

      

      
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    Section
      6.08  Availability
      of Funds.
      Buyer
      has
      cash available to enable it to consummate on a timely basis the transactions
      contemplated by this Agreement.

     

    Section
      6.09  Solvency.
      Immediately after giving effect to the transactions contemplated by this
      Agreement, FastFind shall be able to pay its debts as they become due and shall
      own property which has a fair saleable value greater than the amounts required
      to pay their respective debts (including a reasonable estimate of the amount
      of
      all contingent liabilities). Immediately after giving effect to the transactions
      contemplated by this Agreement, FastFind shall have adequate capital to carry
      on
      its business. No transfer of property is being made and no obligation is being
      incurred in connection with the transactions contemplated by this Agreement
      with
      the intent to hinder, delay or defraud either present or future creditors of
      Bankrate or FastFind.

     

    Section
      6.10  Acquisition
      for Investment.
      The
      FastFind Membership Interests acquired by Bankrate pursuant to this Agreement
      are being acquired for investment only and not with a view to any public
      distribution thereof, and Bankrate will not offer to sell or otherwise dispose
      of the FastFind Membership Interests so acquired by it, in violation of any
      of
      the registration requirements of the Securities Act of 1933, as amended, or
      any
      comparable state law.

     

    ARTICLE
      VII

    COVENANTS
      RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH 

    OTHERS;
      ACCESS TO INFORMATION; AND EFFORTS TO CONSUMMATE THE 

    TRANSACTIONS;
      HIRING OF EMPLOYEES

     

    Section
      7.01  Conduct
      of Business of FastFind.
      

     

    (A)  Conduct
      of Business by FastFind.
      Except
      for matters set forth in Exhibit
      7.01(A)
      or
      otherwise expressly permitted by this Agreement, from the date of this Agreement
      to the Effective Time, FastFind shall conduct its business in the usual, regular
      and ordinary course in substantially the same manner as previously conducted
      and
      use all reasonable efforts to preserve intact its current business organization,
      keep available the services of its current officers and employees and keep
      its
      relationships with customers, suppliers, licensors, licensees, distributors
      and
      others having business dealings with them to the end that its goodwill and
      ongoing business shall be unimpaired at the Effective Time. In addition, and
      without limiting the generality of the foregoing, except for matters set forth
      in Exhibit
      7.01(A)
      or
      otherwise expressly permitted by this Agreement, from the date of this Agreement
      to the Effective Time, FastFind shall not do any of the following without the
      prior written consent of Bankrate:

     

    (i)  (1)
      declare, set aside or pay any dividends on, or make any other distributions
      in
      respect of, any of the FastFind Membership Interests, (2) split, combine or
      reclassify any of the FastFind Membership Interests or issue or authorize the
      issuance of any other securities in respect of, in lieu of or in substitution
      for shares of the FastFind Membership Interests, or (3) purchase, redeem or
      otherwise acquire any shares of the FastFind Membership Interests or any other
      securities of FastFind or any rights, warrants or options to acquire any such
      membership interests or other securities;

     

    (ii)  issue,
      deliver, sell or grant (1) any membership interests of FastFind, (2) any Voting
      FastFind Debt or other voting securities, (3) any securities convertible into
      or
      exchangeable for, or any options, warrants or rights to acquire, any such
      membership interests, Voting FastFind Debt, voting securities or convertible
      or
      exchangeable securities or (4) any options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, “stock appreciation rights”,
      stock-based performance units;

     

    
      
        
        

      

      
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    (iii)  amend
      the
      FastFind Certificate of Formation, the FastFind LLC Agreement or other
      comparable charter or organizational documents;

     

    (iv)  acquire
      or agree to acquire (1) by merging or consolidating with, or by purchasing
      a
      substantial equity interest in or portion of the assets of, or by any other
      manner, any business or any corporation, partnership, joint venture, association
      or other business organization or division thereof or (2) any assets that are
      material, individually or in the aggregate, to FastFind, taken as a
      whole;

     

    (v)  enter
      or
      agree to enter into any joint venture or other strategic business arrangement
      with another Person;

     

    (vi)  enter
      into or terminate any Material Contract, or make any change in any Material
      Contract, other than the renewals of Material Contracts without material adverse
      changes of terms;

     

    (vii)  (1)
      grant
      to any executive officer, manager, or member of FastFind any increase in
      compensation, (2) grant to any executive officer or manager of FastFind any
      increase in severance or termination pay, (3) enter into any employment,
      consulting, indemnification, severance or termination agreement, or any other
      Material Contract, with any such executive officer or manager, (4) establish,
      adopt, enter into or amend in any material respect any collective bargaining
      agreement or FastFind Benefit Plan or (5) take any action to accelerate any
      rights or benefits, or make any material determinations not in the ordinary
      course of business consistent with prior practice, under any collective
      bargaining agreement or FastFind Benefit Plan;

     

    (viii)  make
      any
      change in accounting methods, principles or practices materially affecting
      the
      reported consolidated assets, liabilities or results of operations of FastFind,
      except insofar as may have been required by a change in GAAP;

     

    (ix)  sell,
      lease (as lessor), license or otherwise dispose of or subject to any Lien any
      properties or assets, except sales of inventory and excess or obsolete assets
      in
      the ordinary course of business consistent with past practice, but in no event
      involving a sale price or value in excess of Ten Thousand Dollars
      ($10,000.00);

     

    (x)  (1)
      incur
      any indebtedness for borrowed money or guarantee any such indebtedness of
      another Person, guarantee any debt securities of another Person, enter into
      any
      "keep well" or other agreement to maintain any financial statement condition
      of
      another Person or enter into any arrangement having the economic effect of
      any
      of the foregoing, except under existing lines of credit or for short-term
      borrowings incurred in the ordinary course of business consistent with past
      practice, or (2) make any loans, advances or capital contributions to, or
      investments in, any other Person;

     

    (xi)  make
      or
      agree to make any new capital expenditure or expenditures that, individually,
      is
      in excess of Ten Thousand Dollars ($10,000.00) or, in the aggregate, are in
      excess of Twenty-Five Thousand Dollars ($25,000.00);

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    (xii)  make
      or
      change any material Tax election or settle or compromise any material Tax
      liability or refund or amend any Tax returns;

     

    (xiii)  (1)
      pay,
      discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
      asserted or unasserted, contingent or otherwise), other than the payment,
      discharge or satisfaction, in the ordinary course of business consistent with
      past practice or incurred in the ordinary course of business consistent with
      past practice, (2) cancel any material indebtedness (individually or in the
      aggregate) owed to FastFind or waive any claims or rights of substantial value
      or (3) waive the benefits of, or agree to modify in any manner, any
      confidentiality, standstill or similar agreement to which FastFind is a party;
      

     

    (xiv)  enter
      into or carry out any transaction with any legal Affiliate of
      FastFind; or

     

    (xv)  authorize
      any of, or commit or agree to take any of, the foregoing actions.

     

    (B)  Other
      Actions.
      FastFind and Bankrate shall not, and Bankrate shall not permit any of its
      Subsidiaries to, take any action that would, or that could reasonably be
      expected to, result in (i) a breach of any of the representations and warranties
      of such party set forth in this Agreement, or (iii) any condition to the Merger
      set forth in Article VI not being satisfied.

     

    (C)  Advice
      of Changes.
      Each
      party shall promptly advise the other party orally and in writing of any change
      or event that has or could reasonably be expected to have a FastFind Material
      Adverse Effect or Bankrate Material Adverse Effect, as the case may
      be.

     

    Section
      7.02  Permits
      Transferred to the Surviving Company and/or its Agents.
      FastFind and the Members shall take all actions necessary to transfer, assign,
      issue, have issued, or convey the Permits to the Surviving Company and/or its
      agents, and otherwise ensure that, at the Effective Time, the Permits have
      been
      duly and validly issued to the Surviving Company and/or its agents, as
      applicable, are in full force and effect, and all rights and entitlements
      pursuant to such Permits are vested in the Surviving Company and/or its agents,
      as applicable.

     

    Section
      7.03  No
      Discussions with Others.
      

     

    (A)  No
      Solicitation or Consideration of Third Party Offers.
      From
      the date of the execution of this Agreement until the earlier of the Closing
      Date, or the termination of this Agreement in accordance with its terms, neither
      FastFind nor any Member, nor any of their respective Affiliates, officers,
      managers, employees, agents or advisors, shall, directly or indirectly, solicit
      offers from, negotiate with or in any manner encourage or consider any proposal
      of any other Person or entity (a "Third
      Party")
      relating to the acquisition of an ownership interest in FastFind, or of the
      assets of FastFind, in whole or in part, through purchase, merger,
      consolidation, share exchange or otherwise, or any other business combination
      involving FastFind (collectively, a "Third
      Party Offer").
      

     

    (B)  Notice
      to Bankrate of Third Party Offers.
      If any
      of the Members, FastFind, or FastFind’s Affiliates, officers, managers,
      employees, agents or advisors receives any communication regarding any Third
      Party Offer after the date hereof and prior to the earlier of the
      Closing Date, or the termination of this Agreement in accordance with its terms,
      then the Member Representative shall immediately notify Bankrate of the receipt
      of such Third Party Offer. 

     

    
      
        
        

      

      
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    Section
      7.04  Voting
      Agreement By
      execution of this Agreement, FastFind’s Board of Managers and the Members hereby
      agree to vote their respective FastFind Membership Interests in favor of the
      Transactions.

     

    Section
      7.05  Access
      to Information; Confidentiality.
      

     

    (A) FastFind
      Shall Provide Bankrate Access to Information.
      FastFind shall provide to Bankrate, and its officers, employees, accountants,
      counsel, financial advisers and other representatives, reasonable access during
      normal business hours and upon reasonable notice during the period prior to
      the
      Effective Time to all their respective properties, books, contracts,
      commitments, personnel and records. During such period, FastFind shall furnish
      promptly to Bankrate all information concerning its business, properties and
      personnel as Bankrate may reasonably request. 

     

    (B) Disclosure
      of Information is Subject to the Confidentiality Agreement.
      All
      information exchanged pursuant to this Agreement shall be subject to the
      confidentiality agreement between FastFind and Bankrate (the "Confidentiality
      Agreement")
      and
      each of the Members agrees to be bound by such terms of the Confidentiality
      Agreement to which FastFind is bound, and to be jointly and severally liable
      for
      any breach of the Confidentiality Agreement by FastFind and/or any
      Member.

     

    Section
      7.06  Commercially
      Reasonable Efforts; Notification.
      

     

    (A) Upon
      the
      terms and subject to the conditions set forth in this Agreement, each of the
      parties shall take, or cause to be taken, all actions, and to do, or cause
      to be
      done, and to assist and cooperate with the other parties in doing, all things
      necessary, proper or advisable to consummate and make effective, in the most
      expeditious manner practicable, the Transactions, and shall take all action
      necessary to ensure that the Transactions may be consummated as promptly as
      practicable on the terms contemplated by this Agreement.

     

    (B) Without
      limiting the generality of Section 7.06(A), the parties to this Agreement
      shall:

     

    (i)  obtain
      all necessary actions or nonactions, waivers, consents and approvals from
      Governmental Entities, make all necessary registrations and filings (including
      filings with Governmental Entities, if any), and take all reasonable steps
      as
      may be necessary to obtain an approval or waiver from, or to avoid an action
      or
      proceeding by, any Governmental Entity;

     

    (ii)  file
      the
      Certificate of Merger with the Secretary of State of the State of Delaware
      and
      make all other necessary filings to effectuate the Merger;

     

    (iii)  use
      commercially reasonable efforts to obtain all necessary consents, approvals
      or
      waivers from third parties; 

     

    (iv)  defend
      any lawsuits or other legal proceedings, whether judicial or administrative,
      challenging this Agreement or the consummation of the Transactions, including
      seeking to have any stay or temporary restraining order entered by any court
      or
      other Governmental Entity vacated or reversed; and 

     

    
      
        
        

      

      
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    (v)  executing
      and delivering any additional instruments necessary to consummate the
      Transactions and to fully carry out the purposes of this Agreement.


     

    (C) FastFind
      shall give prompt notice to Bankrate, and Bankrate or Sub shall give prompt
      notice to FastFind, of (i) any representation or warranty made by it contained
      in this Agreement becoming untrue or inaccurate in any respect or (ii) the
      failure by it to comply with or satisfy in any material respect with any
      covenant, condition or agreement to be complied with or satisfied by it under
      this Agreement; provided,
      however,
      that no
      such notification shall affect the representations, warranties, covenants or
      agreements of the parties or the conditions to the obligations of the parties
      under this Agreement.

     

    Section
      7.07  Bankrate’s
      Hiring of FastFind’s Employees.
      Bankrate
      will offer to all employees of FastFind immediately prior to the Effective
      Time
      (such employees being referred to as "Continuing
      Employees")
      continued employment with FastFind.

     

    Section
      7.08  Books
      and Records.
      From and
      after the Closing, Bankrate shall, and shall cause FastFind to, provide Member
      Representative and its authorized representatives with reasonable access (for
      the purpose of examining and copying), during normal business hours, to the
      books and records of FastFind with respect to periods prior to the Closing
      Date
      in connection with any legitimate matter whether or not relating to or arising
      out of this Agreement or the transactions contemplated hereby (including
      preparation of the FastFind's Tax Return for periods ending on or before the
      Closing Date). Unless otherwise consented to in writing by the Member
      Representative (which consent shall not be unreasonably withheld), Bankrate
      shall not, for a period of five years following the Closing Date, destroy,
      alter
      or otherwise dispose of any material books and records of FastFind, or any
      portions thereof, relating to periods prior to the Closing Date without first
      offering to surrender to the Member Representative (on behalf of the Members)
      such books and records or such portions thereof. The parties shall cooperate
      fully, as and to the extent reasonably requested by each party and at the
      requesting party's expense, in connection with any audit, litigation or other
      proceeding with respect to Taxes.

     

    Section
      7.09  Use
      of Financials for SEC Filings.
      Following the Closing, the Member Representative shall use commercially
      reasonable efforts to cause FastFind’s accountants to consent to the use of
      FastFind’s Financials in any filing or filings that Bankrate is required to make
      pursuant to Rule 3.05 of Regulation S-X. In the event that FastFind's
      accountants do not provide such consent in a timely manner, Bankrate and the
      Member Representative shall select a mutually acceptable accounting firm to
      prepare an audit of FastFind's Financials for the fiscal year ending December
      31, 2004 that are suitable for filing pursuant to Rule 3.05 of Regulation S-X.
      The fees and expenses incurred to prepare an audit of FastFind's Financials
      for
      the fiscal year ending December 31, 2004 that are suitable for filing pursuant
      to Rule 3.05 of Regulation S-X shall be paid from the Indemnification Escrow
      Cash.

     

    ARTICLE
      VIII

    INDEMNIFICATION

     

    Section
      8.01  Indemnification.
      

     

    (A)  Bankrate's
      Indemnification.
      Subject
      to the limitations set forth in Subsection 8.01(H), Bankrate shall indemnify
      and
      hold harmless the Members against and in respect of any and all direct and
      indirect damages, claims, judgments, losses, liabilities and reasonable expenses
      (including, without limitation, reasonable attorneys fees and expenses,
      reasonable paralegal fees and expenses, reasonable investigative fees and
      expenses and sales and use taxes imposed on such amounts) (collectively,
      "Damages")
      suffered
      by the Members, which may arise out of or be in respect of: (i) any
      breach or violation of this Agreement by Bankrate or Sub; (ii) any falsity,
      inaccuracy or misrepresentation in any Bankrate or Sub representation, warranty
      or covenant set forth in this Agreement or any Exhibit or Schedule to this
      Agreement; (iii) any fraud, willful misconduct or criminal acts of Bankrate
      or
      Sub (including any manager, officer or employee of Bankrate or Sub, or agent
      of
      any such manager, officer or employee); or (iv) enforcing this Agreement and
      all
      actions, suits, proceedings, claims and demands incident to the
      foregoing.
      

     

    
      
        
        

      

      
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    (B)  Members'
      Indemnification.
      Subject
      to the limitations set forth in Subsection 8.01(G), each of the Members, jointly
      and severally, shall indemnify and hold harmless Bankrate, Sub, the Surviving
      Company, and each of their respective Affiliates, managers, officers, members,
      shareholders, employees, agents, attorneys, heirs, legal representatives,
      successors and assigns (collectively, the "Bankrate
      Group"),
      against and in respect of any and all Damages suffered by the Bankrate Group,
      which may arise out of or be in respect of: (i) any breach or violation of
      this
      Agreement by FastFind or any Member; (ii) any falsity, inaccuracy or
      misrepresentation in any FastFind or Member representation, warranty or covenant
      set forth in this Agreement or any Exhibit or Schedule to this Agreement; (iii)
      Bankrate's reliance or actions based on any actions or representations of the
      Member Representative and any actions or representations of the Member
      Representative; (iv) any fraud, willful misconduct or criminal acts of FastFind
      (including any manager, officer or employee of FastFind or agent of any such
      manager, officer or employee) or any Member; (v) claims made against the
      Bankrate Group asserting an alleged violation of U.S. Patent Nos. 6,385,594
      and/or 6,611,816 by FastFind prior to the Closing, even if FastFind or the
      Bankrate Group prevail against such claims; (vi) claims made against the
      Bankrate Group asserting an alleged violation of either or both of U.S. Patent
      Nos. 6,385,594 and 6,611,816 by the Bankrate Group including any portion of,
      or
      the entire, two-year period following the Closing (solely if the Bankrate Group
      has substantially continued the business methods and practices employed by
      FastFind during the pre-Closing periods upon which an alleged violation of
      either or both of U.S. Patent Nos. 6,385,594 and 6,611,816 is based), even
      if
      the Bankrate Group prevail against such claims; (vii) items set forth on
Exhibit
      5.19
      and
      marked with an asterisk; and (viii) the documented expenses of Bankrate, if
      any,
      in an amount not to exceed $100,000, incurred in connection with attempting
      to
      formulate a business method and practices to avoid an alleged violation of
      either or both of U.S. Patent Nos. 6,385,594 and 6,611,816. Without limiting
      the
      generality of the foregoing, nothing in this Agreement is intended to provide
      indemnification by the Members pursuant to this Agreement to any individual
      or
      entity that was an Affiliate of FastFind only prior to the Closing or
      individuals or entities serving prior to the Closing as FastFind's managers,
      officers, members, employees, agents, or attorneys and their legal
      representatives, successors or assigns.

     

    (C)  Indemnified
      Party Shall Provide Notice of Claim(s).
      Upon
      obtaining knowledge of facts or circumstances which may give rise to a right
      of
      indemnification, the party seeking indemnification (the "Indemnified
      Party")
      shall
      promptly notify each party from whom indemnity is sought pursuant to this
      Section 8.01 (the "Indemnifying
      Parties"),
      in
      writing and in reasonable detail, of such facts or circumstances which may
      give
      rise to a right of indemnification pursuant to this Agreement, the identity
      of
      any third party claimants, a description of the claim, demand, action or
      proceeding, if any, out of which the Damages arise, a description of the
      Damages, and the amount of the Damages ("Notice
      of Claim");
      provided, however, that no failure or delay by the Indemnified Party in the
      performance of the foregoing shall reduce or otherwise affect the obligation
      of
      the Indemnifying Parties to indemnify and hold the Indemnified Party harmless
      except to the extent that such failure or delay prejudices the Indemnifying
      Parties' rights or its ability to defend against such claim, demand, complaint,
      action or proceeding.

     

    
      
        
        

      

      
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    (D)  Third-Party
      Claims.
      If the
      claim or demand set forth in the Notice of Claim relates to a claim or demand
      asserted by a third party (a "Third
      Party Claim"):

     

    (i)  Indemnified
      Party May Elect that Indemnifying Parties Defend a Claim or Demand, at the
      Indemnifying Parties' Expense.
      The
      Indemnifying Parties may assume the defense of any Third Party Claim. If the
      Indemnifying Parties assume the defense of such claim or demand: (1) the
      Indemnifying Parties will assume the defense of such claim or demand, including
      the employment of counsel reasonably acceptable to the Indemnified Party to
      defend such claim or demand, (2) the Indemnifying Parties shall pay all fees,
      costs and disbursements in connection with the defense of such claim or demand,
      including reasonable attorneys fees and expenses, reasonable paralegal fees
      and
      expenses, reasonable investigative fees and expenses and sales and use taxes
      imposed on such amounts; and (3) the Indemnified Party shall have the right
      to
      participate in the defense of any such Third Party Claim at its sole cost and
      expense. The Indemnified Party shall make available to the Indemnifying Parties
      or such Indemnifying Parties' representatives all records and other materials
      reasonably required by them for their use in contesting any Third Party Claim
      and shall cooperate with the Indemnifying Parties in connection therewith.
      

     

    (ii)  The
      Indemnified Party May Defend a Claim or Demand, at the Indemnifying Parties'
      Expense.
      In the
      event that the Indemnifying Party does not assume the defense of such claim
      or
      demand, then such Indemnified Party may, but shall not be obligated to, defend
      such claim or demand and the Indemnifying Parties shall pay all reasonable
      fees,
      costs and disbursements in connection with the defense of such claim or demand,
      including reasonable attorneys fees and expenses, reasonable paralegal fees
      and
      expenses, reasonable investigative fees and expenses and sales and use taxes
      imposed on such amounts of one counsel selected by the Indemnified Party and
      reasonably acceptable to the Indemnifying Parties. The Indemnifying Parties
      shall make available to the Indemnified Party or such Indemnified Party's
      representatives all records and other materials reasonably required by them
      for
      their use in contesting any Third Party Claim and shall cooperate with the
      Indemnified Party in connection therewith.

     

    (iii)  Certain
      Third Party Claims.
      Notwithstanding the foregoing, in the event of a Third Party Claim contemplated
      by Sections 8.01(B)(v) or 8.01(B)(vi) above, the Indemnifying Party and the
      Indemnified Party shall mutually agree upon one counsel on or prior to December
      15, 2005 and shall mutually determine the defense of such claim or demand on
      or
      prior to January 13, 2006. The Indemnifying Party shall reimburse the
      Indemnified Party for the first $250,000 of the reasonable attorneys fees and
      expenses, reasonable paralegal fees and expenses, reasonable investigative
      fees
      and expenses and sales and use taxes imposed on such amounts, and 75% of such
      fees, costs, taxes and charges in excess of $250,000, in connection with the
      defense of such claim or demand under Sections 8.01(B)(v) or 8.01(B)(vi) above
      and only to the extent incurred during the two-year period following the Closing
      (which will be disbursed from the Indemnification Escrow Cash). Notwithstanding
      the first sentence of this paragraph, but subject to the following two
      sentences, the Indemnified Party shall control the defense of a Third Party
      Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) at such time as the
      Escrow Indemnification Cash is exhausted or, if earlier, on the later of (x)
      the
      first anniversary of the date hereof and (y) such time, if any, that the
      Indemnified Party has made claims for indemnification in accordance with this
      Agreement in excess of the Members' maximum indemnification obligations set
      forth in this Agreement for such claims (e.g. once the Indemnified Party claims
      more than $2,000,000 pursuant to a Third Party Claim contemplated by Sections
      8.01(B)(v), 8.01(B)(vi) and/or 8.01(B)(viii) above, the Indemnified Party shall
      control the defense of any such claim or demand). The Indemnifying Party must
      consent to the settlement of a Third Party Claim contemplated by Section
      8.01(B)(vi) if such settlement (x) does not provide for a "per lead" royalty
      during the two-year period following the Closing that is financially materially
      the same to the "per lead" royalty in such settlement for periods following
      such
      two-year period or (y) provides for a lump sum settlement for the two-year
      period following the Closing. Moreover, in the event that a Third Party Claim
      contemplated by Section 8.01(B)(v) is not settled by the execution of a "per
      lead" royalty or licensing arrangement that is financially materially the same
      to a "per lead" royalty or licensing arrangement consummated in connection
      with
      the settlement of a Third Party Claim contemplated by Section 8.01(B)(vi) (or
      such other settlement arrangement reasonably acceptable to the Indemnifying
      Party), then the Indemnifying Party shall assume the defense of any Third Party
      Claim contemplated by Section 8.01(B)(v), and shall be responsible for all
      fees,
      costs and disbursements in connection with such Third Party Claim contemplated
      by Section 8.01(B)(v) (which fees, costs and disbursements will be disbursed
      from the Indemnification Escrow Cash), with any settlement thereof subject
      to
      the consent of the Indemnified Party (which consent shall not be unreasonably
      withheld). 

     

    
      
        
        

      

      
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    (E)  Determination
      of Indemnification Amount.
      As soon
      as is reasonably practicable after the full and final settlement or the entering
      of a final and non-appealable judgment regarding a Third Party Claim, the
      Indemnified Party and the Indemnifying Parties shall endeavor to agree upon
      the
      amount, if any, to which the Indemnified Party is entitled under this Section
      8.01. In the event that the Indemnifying Parties and the Indemnified Party
      are
      unable to reach agreement upon the right of the Indemnified Party to
      indemnification hereunder, or upon the amount of any such indemnification
      hereunder, either the Indemnified Party or the Indemnifying Parties may submit
      such dispute for resolution based on this Section 8.01 in accordance with
      Section 11.15 of this Agreement. The amount of such indemnification determined
      pursuant to this Subsection 8.01(E) (the "Indemnification
      Amount")
      shall
      be binding upon the Indemnified Party and the Indemnifying Parties.

     

    (F)  Payment
      of Indemnification Amount.
      The
      Indemnifying Parties shall deliver, or shall cause the Escrow Agent to deliver,
      as applicable, to the Indemnified Party, an amount that is equal to the
      Indemnification Amount, and as limited by Subsections 8.01(G) and 8.01(H) below,
      within ten (10) calendar days after the determination of the Indemnification
      Amount. 

     

    (G)  Limitations
      to Members' Indemnity.
      Notwithstanding anything to the contrary set forth in this
      Agreement:

     

    (i)  Maximum
      Indemnification of Each Member.
      Each
      Member's maximum indemnification of the Indemnified Parties for Damages pursuant
      to this Section 8.01 shall be limited to such Member's pro rata portion of
      the
      Indemnification Escrow Cash. At Bankrate’s request, the Member Representative
      will provide Bankrate the necessary information to determine each Member's
      pro
      rata portion of the Indemnification Escrow Cash.

     

    (ii)  Maximum
      Indemnification by All Members.
      The
      Members' aggregate indemnification of the Indemnified Parties for Damages
      pursuant to this Article VIII shall be limited to the amount of the
      Indemnification Escrow Cash and shall be paid exclusively from the
      Indemnification Escrow Cash pursuant to this Agreement and the Escrow Agreement.
      Notwithstanding the immediately preceding sentence, the Members' aggregate
      indemnification of the Indemnified Parties for Damages pursuant to this Article
      VIII shall not be limited to the amount of the Indemnification Escrow Cash
      and
      shall not be paid exclusively from the Indemnification Escrow Cash for any
      Damages related to, arising out of or in connection with any of the following
      (collectively, the "Exceptional
      Damages"):

     

    
      
        
        

      

      
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    (1)  Sections
      5.03, 5.04, 5.05, 5.06, 5.07, 5.08, 5.12, 5.15 or 5.16;

     

    (2)  fraud,
      willful misconduct, or criminal acts of FastFind or any Member; 

     

    (3)  representations
      and warranties of the Members in Article V hereof which were, to the Knowledge
      of FastFind, untrue or inaccurate in any material respect as of the Closing
      Date;

     

    (4)  claims
      made under Section 8.01(B)(v);

     

    (5)  claims
      made under Section 8.01(B)(vi); and/or

     

    (6)  claims
      made under Section 8.01(B)(vii).

     

    In
      the
      case of clause (4) above, the Indemnified Party shall be entitled to recover
      all
      Exceptional Damages under clause (4) if they consist of a "per lead" royalty
      or
      licensing arrangement (so long as the "per lead" royalty or licensing
      arrangement for pre-Closing periods is financially materially the same as the
      "per lead" royalty or licensing arrangement for post-Closing periods). In the
      case of clause (5) above, the Indemnified Party shall be entitled to recover
      25%
      of all Exceptional Damages that consist of a "per lead" royalty or licensing
      fee
      paid by the Bankrate Group for leads originated from bankrate.com on or after
      the Closing through December 31, 2007, subject to a maximum recovery amount
      of
      $500,000. In no event shall the Indemnified Party be entitled to recover
      Exceptional Damages and other Damages in excess of the Purchase Price.


     

    (iii)  Minimum
      Damages Accrued Before Duty to Indemnify Arises.
      The
      Members shall not indemnify the Bankrate Group for any Damages (other than
      Damages pursuant to Section 8.01(B)(v), 8.01(B)(vi) and 8.01(B)(viii) hereof)
      until the aggregate amount of Damages of the Bankrate Group exceeds Three
      Hundred Thousand Dollars ($300,000.00), and then only for the amount of such
      aggregate Damages exceeding Three Hundred Thousand Dollars
      ($300,000).

     

    (iv)  Indemnification
      Periods.
      The
      Members will indemnify the Indemnified Party pursuant to this Article VIII
      for
      all Damages arising from claims or demands occurring within one (1) year of
      the
      Closing Date, provided that the Indemnified Party provided the Member
      Representative with notice of such claim or demand within one (1) year of the
      Closing Date; except that the Members shall indemnify the Bankrate Group for
      Exceptional Damages provided that the Bankrate Group provides the Member
      Representative with a Notice of Claim of such Exceptional Damage(s) (x) in
      the
      case of clauses (3), (5) and (6) of the definition of Exceptional Damages,
      at
      any time on or before December 31, 2007 and (y) in the case of clauses (1),
      (2)
      and (4) of the definition of Exceptional Damages, at any time on or before
      December 31, 2008.

     

    (H)  Limitations
      to Bankrate's Indemnity.
      Notwithstanding anything to the contrary set forth in this
      Agreement:

     

    
      
        
        

      

      
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    (i)  Minimum
      Damages Accrued Before Duty to Indemnify Arises.
      Bankrate shall not indemnify the Members for any Damages until the aggregate
      amount of Damages of the Members exceeds Three Hundred Thousand Dollars
      ($300,000.00), and then only for the amount of such Damages exceeding Three
      Hundred Thousand Dollars ($300,000).

     

    (ii)  Maximum
      Indemnification by Bankrate.
      Bankrate's indemnification of the Members for Damages pursuant to this Section
      8.01 shall be limited to the amount of the Indemnification Escrow Cash.
      Notwithstanding the foregoing, Bankrate's indemnification of the Members for
      Damages pursuant to this Section 8.01 shall not be limited to the amount of
      the
      Indemnification Escrow Cash for any Damages related to, arising out of or in
      connection with Bankrate or Sub's fraud, willful misconduct, criminal acts
      or
      failure to make payments to the Members pursuant to Article III.

     

    (iii)  Indemnification
      Periods.
      Bankrate will indemnify the Members pursuant to this Section 8.01 for all
      Damages arising from claims or demands occurring within one (1) year of the
      Closing Date, provided that the Members provided Bankrate with notice of such
      claim or demand within one (1) year of the Closing Date; except that Bankrate
      shall indemnify the Members for Damages related to or arising out of the
      following, provided that the Member Representative provides the Bankrate Group
      with a Notice of Claim of such Damages, at any time on or before ninety (90)
      days past the applicable Statute of Limitations of any breach of this Agreement
      by Bankrate constituting fraud or intentional misrepresentation.

     

    (I)  Determination
      of Damages.
      The
      amount of any and all Damages under this Article VIII shall be determined net
      of
      (i) the net present value of any Tax benefits reasonably expected to be realized
      (calculated using a discount rate of 8%) by any party seeking indemnification
      hereunder arising from the deductibility of any such Damages and (ii) any
      amounts recovered or recoverable by the Indemnified Party under insurance
      policies, indemnities or other reimbursement arrangements with respect to such
      Damages. Each party hereby waives, to the extent permitted under its applicable
      insurance policies, any subrogation rights that its insurer may have with
      respect to any indemnifiable Damages. Any indemnity payment under this Agreement
      shall be treated as an adjustment to the Purchase Price for Tax purposes. In
      no
      event shall the Bankrate Group be entitled to recover or make a claim for any
      amounts in respect of consequential, incidental or indirect damages, lost
      profits or punitive damages and, in particular, no "multiple of profits" or
      "multiple of cash flow" or similar valuation methodology shall be used in
      calculating the amount of any Damages.

     

    (J)  Exclusive
      Remedy.
      

     

    (i)  Except
      for rights, claims and causes of action it may have relating to fraud, the
      Bankrate Group acknowledges and agrees that, from and after the Closing, its
      sole and exclusive remedy with respect to any and all claims relating to the
      subject matter of this Agreement shall be pursuant to the indemnification
      provisions set forth in this Article VIII. In furtherance of the foregoing,
      the
      Bankrate Group hereby waives, from and after the Closing, to the fullest extent
      permitted under applicable law, any and all rights, claims and causes of action
      it may have against FastFind or its Members relating to the subject matter
      of
      this Agreement arising under or based upon any federal, state, local or foreign
      statute, law, ordinance, rule or regulation or otherwise except for rights,
      claims and causes of action it may have relating to fraud. Notwithstanding
      anything to the contrary contained in this Agreement, the Bankrate Group shall
      have no right to indemnification under this Article VIII with respect to any
      Damages or alleged Damages if the Bankrate Group shall have requested a
      reduction in the Net Working Capital reflected on the Closing Balance Sheet
      on
      account of any matter forming the basis for such Damage or alleged Damage and
      shall have agreed, or the Independent Accounting Firm shall have determined,
      that no such reduction is appropriate.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

    

    (ii)  The
      FastFind Group acknowledges and agrees that, from and after the Closing, except
      for Bankrate’s failure to pay the Purchase Price, its sole and exclusive remedy
      with respect to any and all claims relating to the subject matter of this
      Agreement shall be pursuant to the indemnification provisions set forth in
      this
      Article VIII or Section 3.03. In furtherance of the foregoing, the FastFind
      Group hereby waives, from and after the Closing, to the fullest extent permitted
      under applicable law, any and all rights, claims and causes of action it may
      have against Bankrate or its officers and directors relating to the subject
      matter of this Agreement arising under or based upon any federal, state, local
      or foreign statute, law, ordinance, rule or regulation or
      otherwise.

     

    ARTICLE
      IX

    CONDITIONS
      PRECEDENT TO CLOSING

     

    Section
      9.01  Conditions
      to Each Party’s Obligation To Effect The Merger.
      The
      respective obligation of each party to effect the Transactions is subject to
      the
      satisfaction or waiver on or prior to the Closing Date of the following
      conditions:

     

    (A)  No
      Injunctions or Restraints.
      No
      temporary judgment issued by any court of competent jurisdiction or other law
      preventing the consummation of the Merger shall be in effect; provided,
      however,
      that
      prior to asserting this condition, subject to Section 9.02, each of the parties
      shall have used all commercially reasonable efforts to prevent the entry of
      any
      such injunction or other order and to appeal as promptly as possible any such
      judgment that may be entered.

     

    Section
      9.02  Conditions
      to Obligations of Bankrate and Sub.
      The
      obligations of Bankrate and Sub to effect the Transactions are further subject
      to the following conditions:

     

    (A)  Representations
      and Warranties.
      The
      representations and warranties of the Members in this Agreement shall be true
      and correct, as of the date of this Agreement and as of the Closing Date as
      though made on the Closing Date, except to the extent of changes or developments
      contemplated by the terms of this Agreement and to the extent such
      representations and warranties expressly relate to an earlier date (in which
      case such representations and warranties shall be true and correct, on and
      as of
      such earlier date), except for breaches of such representations and warranties
      and covenants that, in the aggregate, together with all information disclosed
      in
      any supplements, modifications and updates to the Schedules by FastFind prior
      to
      the Closing as permitted by this Agreement, would not have a FastFind Material
      Adverse Effect. Bankrate shall have received a certificate signed on behalf
      of
      FastFind by the Chief Executive Officer and the Chief Financial Officer of
      FastFind and on behalf of the Members by the Member Representative to such
      effect.

     

    (B)  Performance
      of Obligations of FastFind.
      FastFind shall have performed all obligations required to be performed by it
      under this Agreement at or prior to the Closing Date, except for breaches of
      such covenants that, in the aggregate, would not have a FastFind Material
      Adverse Effect, and Bankrate shall have received a certificate signed on behalf
      of FastFind by the Chief Executive Officer and the Chief Financial Officer
      of
      FastFind and on behalf of the Members by the Member Representative to such
      effect.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

    (C)  No
      Litigation.
      There
      shall not be pending any suit, action or proceeding by any Governmental Entity
      or any other Person, 

     

    (i)  challenging
      the acquisition by Bankrate or Sub of any FastFind Membership Interests,


     

    (ii)  seeking
      to restrain or prohibit the consummation of the Transactions, 

     

    (iii)  seeking
      to obtain from FastFind, Bankrate or Sub any damages in relation to FastFind
      relating to the Transactions, 

     

    (iv)  seeking
      to prohibit or limit the ownership or operation by FastFind, Bankrate, or any
      of
      their respective subsidiaries of any material portion of the business or assets
      of FastFind, Bankrate, or any Subsidiary of Bankrate of any material portion
      of
      the business or assets of FastFind, Bankrate, or any Subsidiary of Bankrate,
      or
      to compel FastFind, Bankrate, or any Subsidiary of Bankrate to dispose of or
      hold separate any material portion of the business or assets of FastFind,
      Bankrate, or any Subsidiary of Bankrate, as a result of the Merger or any other
      Transaction, 

     

    (v)  seeking
      to impose limitations on the ability of Bankrate to acquire or hold, or exercise
      full rights of ownership of, any membership interests of FastFind,
      or

     

    (vi)  seeking
      to prohibit Bankrate or any of its Subsidiaries from effectively controlling
      in
      any material respect the business or operations of FastFind.

     

    (D)  Resignation
      of FastFind Officers and Managers.
      Each of
      FastFind’s officers and managers shall have submitted their resignations from
      their position as a manager and/or officer of FastFind.

     

    (E)  Escrow
      Agreement.
      The
      Members shall have executed and delivered to Bankrate the Escrow
      Agreement.

     

    (F)  Affiliate
      Transactions.
      All
      contracts, commitments, agreements, borrowings, arrangements and other
      transactions between FastFind and any (a) officer or manager of FastFind, (b)
      record or beneficial owner of the FastFind Membership Interests, (c) of the
      Members, (d) other affiliate of such officers, manager, beneficial owner or
      Member shall be terminated.

     

    (G)  Member
      Representative.
      The
      Members shall have executed and delivered to Bankrate an agreement appointing
      a
      Member Representative in the form attached hereto as Exhibit
      9.02(G).

     

    (H)  Legal
      Opinion.
      FastFind’s legal counsel shall have delivered to Bankrate a legal opinion in a
      form reasonably acceptable to Bankrate.

     

    Section
      9.03  Conditions
      to Obligation of FastFind.
      The
      obligation of FastFind to effect Transactions is further subject to the
      following conditions:

     

    (A)  Representations
      and Warranties.
      The
      representations and warranties of Bankrate and Sub in this Agreement shall
      be
      true and correct, as of the date of this Agreement and as of the Closing Date
      as
      though made on the Closing Date, except to the extent of changes or developments
      contemplated by the terms of this Agreement and to the extent such
      representations and warranties expressly relate to an earlier date (in which
      case such representations and warranties shall be true and correct, on and
      as of
      such earlier date), except for breaches of such representations and warranties
      and covenants that, in the aggregate, together with all information disclosed
      in
      any supplements, modifications and updates to the Schedules by Bankrate prior
      to
      the Closing as permitted by this Agreement, would not have a Bankrate Material
      Adverse Effect. FastFind shall have received a certificate signed on behalf
      of
      each of Bankrate and Sub by the Chief Executive Officer and the Chief Financial
      Officer of each Bankrate and Sub to such effect.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

    

    (B)  Performance
      of Obligations of Bankrate and Sub.
      Bankrate and Sub shall have performed all obligations required to be performed
      by them under this Agreement at or prior to the Closing Date, except for
      breaches of such covenants that, in the aggregate, would not have a Bankrate
      Material Adverse Effect, and FastFind shall have received a certificate signed
      on behalf of each of Bankrate and Sub by an officer of each of Bankrate and
      Sub
      to such effect.

     

    (C)  Escrow
      Agreement.
      Bankrate shall have executed and delivered to the Member Representative the
      Escrow Agreement.

     

    (D)  Legal
      Opinion.
      Bankrate’s legal counsel shall have delivered to the Members a legal opinion in
      a form reasonably acceptable to the Members.

     

    Section
      9.04  Closing
      Conditions.
      FastFind, the Members, Bankrate and Sub will use commercially reasonable efforts
      to cause each of the conditions set forth in Article IX to be satisfied as
      soon
      as reasonably practicable, but in all events on or prior to November 30, 2005
      

     

    ARTICLE
      X

    TERMINATION

     

    Section
      10.01  Termination.
      Notwithstanding anything herein to the contrary, this Agreement may be
      terminated at any time prior to the Effective Time, in accordance with the
      terms
      of this Agreement:

     

    (A)  by
      mutual
      written consent of Bankrate and the Member Representative;

     

    (B)  by
      either
      (i) Bankrate and the Sub, on the one hand, or (ii) FastFind and the Members,
      on
      the other hand, by giving written notice to the other, only upon the following
      conditions:

     

    (i)  if
      the
      Merger is not consummated on or before November 30, 2005 (the "Outside
      Date"),
      unless the failure to consummate the Merger by the Outside Date is the result
      of
      a knowing and willful breach of this Agreement by the parties seeking to
      terminate this Agreement that has prevented the consummation of the transactions
      contemplated hereby; or

     

    (ii)  if
      any
      Governmental Entity issues an order, decree or ruling or takes any other action
      permanently enjoining, restraining or otherwise prohibiting the Transactions
      and
      such order, decree, ruling or other action shall have become final and
      nonappealable.

     

    (C)  by
      FastFind and the Members:

     

    
      
        
        

      

      
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    (i)  if
      Bankrate or Sub breaches or fails to perform in any material respect any of
      its
      representations, warranties or covenants contained in this Agreement, which
      breach or failure to perform (i) would give rise to the failure of a condition
      set forth in Section 9.03(A) and (ii) in the case of a covenant breach, cannot
      be or has not been cured within ten (10) calendar days after the giving of
      written notice to Bankrate and Sub of such breach (provided that FastFind and
      the Members are not then in material breach of any representation, warranty
      or
      covenant contained in this Agreement); or

     

    (ii)  immediately,
      if there exists or arises any pending or threatened suit, action or proceeding
      set forth in Section 9.02(D);

     

    (D)  by
      Bankrate and Sub, if prior to the Closing, FastFind supplements, modifies,
      or
      updates the Schedules and Exhibits as permitted in accordance with Section
      11.13
      and Bankrate reasonably determines that such supplements, modifies, or updates
      are materially adverse to FastFind, Bankrate or Sub.

     

    (E)  by
      Bankrate and Sub, if FastFind or the Members breaches or fails to perform in
      any
      material respect any of its representations, warranties or covenants contained
      in this Agreement, which breach or failure to perform (1) would give rise to
      the
      failure of a condition set forth in Section 9.02(B) or 9.02(C), and (2) in
      the
      case of a covenant breach, cannot be or has not been cured within ten (10)
      calendar days after the giving of written notice to FastFind of such breach
      (provided that Bankrate is not then in material breach of any representation,
      warranty or covenant contained in this Agreement).

     

    Section
      10.02   Failure
      to Close Due to Governmental Approvals.
      Notwithstanding the provisions of Section 10.01, if FastFind, the Member
      Representative and Bankrate each agree that if all of the conditions to the
      parties' obligations to Close the Transactions have been satisfied or waived
      as
      of the Outside Date, other than the receipt of Government approvals set forth
      in
      Section 5.23 (the "Governmental
      Approvals")
      or the
      expiration or termination of the waiting period with respect to such
      Governmental Approvals, neither FastFind, the Members or Bankrate may terminate
      this Agreement without first providing the other party with ten (10) calendar
      days' written notice of its intention to terminate. During such ten (10) day
      period, the parties shall cause its counsel to confer with the other parties'
      counsel in an attempt to agree on the likelihood of a timely and successful
      resolution of all such issues relating to the applicable Governmental Approvals
      or waiting period. Following such ten (10) day period, neither FastFind, the
      Members or Bankrate shall terminate this Agreement unless such party reasonably
      believes, based upon the likely time period necessary to resolve the applicable
      Governmental Approvals issues, the likelihood of successfully resolving such
      Governmental Approvals without conditions, obligations or agreements which
      adversely effect such party, and other relevant factors, that not terminating
      this Agreement could cause effects which are material and adverse to it in
      comparison to the size and nature of the Transactions.

     

    Section
      10.03  Effect
      of Termination.
      In the
      event of termination of this Agreement by either FastFind or Bankrate as
      provided in Section 10.01 or 10.02, this Agreement shall forthwith become void
      and have no effect, without any liability or obligation on the part of Bankrate,
      Sub or FastFind, other than Section 7.03, this Section 10.03 and Article XI,
      which provisions shall survive such termination, and except to the extent that
      such termination results from the willful and knowing breach by a party of
      any
      representation, warranty or covenant set forth in this Agreement. Nothing in
      this Article X shall be deemed to impair the right of any party to compel
      specific performance by another party of its obligations under this
      Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      XI

    GENERAL
      PROVISIONS 

     

    Section
      11.01  Notices.
      All
      notices, requests, consents, claims, demands and other communications required
      or permitted under this Agreement shall be in writing and shall be (as elected
      by the person giving such notice) hand delivered by messenger or courier service
      or mailed by registered or certified mail (postage prepaid), return receipt
      requested, addressed to:

     

    (A)  if
      to
      Bankrate or Sub, to

     

    Bankrate,
      Inc.

    11760
      U.S. Highway 1, Suite 500, 

    North
      Palm Beach, Florida 33408

    Attention:
      

     

    with
      a
      copy to:

     

    Gunster,
      Yoakley & Stewart, P.A.

    777
      South
      Flagler Dr., Suite 500 East

    West
      Palm
      Beach, Florida 33401

    Attention:
      David Bates, Esq.

     

    (B)  if
      to
      FastFind, to

     

    FastFind,
      Inc.

    2
      Townsend Street, #1-901

    San
      Francisco, CA 94107

    Attention:
      T. Sean McCarthy and Eric King

     

    with
      a
      copy to: 

     

    Wescoco
      Investors, LLC

    20555
      Victor Parkway, Suite 100

    Livonia,
      MI 48152

    Attention:
      Nicholas J. Pyett

     

    and

     

    Honigman
      Miller Schwartz and Cohn LLP

    2290
      First National Building

    660
      Woodward Avenue

    Detroit,
      MI 48226-3506

    Attention:
      Alan S. Schwartz

     

    (C)  if
      to the
      Member Representative, to

     

    Robert
      Kramer

    c/o
      Wescoco Investors, LLC

    20555
      Victor Parkway, Suite 100

    Livonia,
      MI 48152

     

    
      
        
        

      

      
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    with
      a
      copy to:

     

    Honigman
      Miller Schwartz and Cohn LLP

    2290
      First National Building

    660
      Woodward Avenue

    Detroit,
      MI 48226-3506

    Attention:
      Alan S. Schwartz

     

    or
      to
      such other address as any party may designate by notice complying with the
      terms
      of this Section. Each such notice shall be deemed delivered (a) on the
      date
      delivered, if by messenger or courier service; and (b) either upon the date
      of
      receipt or refusal of delivery, if mailed.

     

    Section
      11.02  Fees
      and Expenses.
      Except
      as provided below, all fees and expenses incurred in connection with the
      Transactions shall be paid by the party incurring such fees or expenses, whether
      or not the Merger is consummated.

     

    Section
      11.03  Interpretation.
      When a
      reference is made in this Agreement to a Section or Article, such reference
      shall be to a Section or Article of this Agreement unless otherwise indicated.
      The table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. Each party to this Agreement has participated in the drafting
      of
      this Agreement, which each party acknowledges and agrees is the result of
      extensive negotiations among the parties. Whenever the words "include,"
      "includes" or "including" are used in this Agreement, they shall be deemed
      to be
      followed by the words "without limitation". Any matter disclosed in any Exhibit
      or Schedule shall be deemed disclosed only for the purposes of the specific
      Exhibit or Schedule of this Agreement to which such Exhibit or Schedule
      relates.

     

    Section
      11.04  Severability.
      If any
      provision of this Agreement is or becomes illegal, invalid or unenforceable
      in
      any respect under the law of any jurisdiction, neither the legality, validity
      or
      enforceability of the remaining provisions of this Agreement nor the legality,
      validity or enforceability of such provision under the law of any other
      jurisdiction shall in any way be affected or impaired thereby. If any provision
      of this Agreement may be construed in two or more ways, one of which would
      render the provision invalid or otherwise voidable or unenforceable and another
      of which would render the provision valid and enforceable, such provision shall
      have the meaning which renders it valid and enforceable.

     

    Section
      11.05  Public
      Announcements.
      Except
      as required by law, prior to the Closing Date, any public statement or proposed
      press release pertaining to this Agreement or the Transactions shall be mutually
      prepared and approved by Bankrate and FastFind. 

     

    Section
      11.06  Transfer
      Taxes.
      All
      stock transfer, real estate transfer, documentary stamp, recording and other
      similar Taxes (including interest, penalties and additions to any such Taxes)
      ("Transfer Taxes") incurred in connection with the Transactions shall be paid
      by
      either Sub or FastFind, and FastFind shall cooperate with Sub and Bankrate
      in
      preparing, executing and filing any Returns with respect to such Transfer
      Taxes.

     

    Section
      11.07  Shareholder
      Litigation.
      FastFind shall give Bankrate the opportunity (at Bankrate's expense), but
      Bankrate shall not be obligated, to participate in the defense or settlement
      of
      any Member litigation against FastFind and its managers relating to any of
      the
      Transactions; provided, however, that no such settlement shall be agreed to
      without Bankrate’s consent, which shall not be unreasonably
      withheld.

     

    
      
        
        

      

      
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    Section
      11.08  Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the parties and delivered to
      the
      other parties.

     

    Section
      11.09  Amendment.
      The
      provisions of this Agreement may not be amended, supplemented, waived or changed
      orally, but only by a writing signed by FastFind, the Member Representative
      and
      Bankrate and making specific reference to this Agreement.

     

    Section
      11.10  Extension:
      Waiver.
      At any
      time prior to the Effective Time, the parties may (a) extend the time for the
      performance of any of the obligations or other acts of the other parties, (b)
      waive any inaccuracies in the representations and warranties contained in this
      Agreement or in any document delivered pursuant to this Agreement or (c) waive
      compliance with any of the agreements or conditions contained in this Agreement.
      Any agreement on the part of a party to any such extension or waiver shall
      be
      valid only if set forth in an instrument in writing signed on behalf of such
      party. The failure or delay of any party at any time to require performance
      by
      another party of any provision of this Agreement, even if known, shall not
      affect the right of such party to require performance of that provision or
      to
      exercise any right, power or remedy under this Agreement. Any waiver by any
      party of any breach of any provision of this Agreement should not be construed
      as a waiver of any continuing or succeeding breach of such provision, a waiver
      of the provision itself, or a waiver of any right, power or remedy under this
      Agreement. No notice to or demand on any party in any circumstance shall, of
      itself, entitle such party to any other or further notice or demand in similar
      or other circumstances.

     

    Section
      11.11  Assignment;
      Binding Effect.
      Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned, in whole or in part, by operation of law or
      otherwise by any of the parties without the prior written consent of the other
      parties, except that Sub may assign, in its sole discretion, any of or all
      its
      rights, interests and obligations under this Agreement to Bankrate or to any
      direct or indirect wholly owned Subsidiary of Bankrate, but no such assignment
      shall relieve Sub of any of its obligations under this Agreement. Any purported
      assignment without such consent shall be void. Subject to the preceding
      sentences, all the terms and provisions of this Agreement will be binding upon,
      inure to the benefit of, and be enforceable by, the parties and their respective
      administrators, personal representatives, legal representatives, heirs,
      successors and permitted assigns, whether so expressed or not.

     

    Section
      11.12  Governing
      Law.
      This
      Agreement, the Ancillary Agreements and the Transactions shall be governed
      by,
      and construed and enforced in accordance with, the internal laws of the State
      of
      Delaware without regard to principles of conflicts of laws.

     

    Section
      11.13  Exhibits.
      The
      disclosures in the Exhibits
      hereto
      are to be taken as relating to the representations and warranties of FastFind
      and the Members as a whole. The inclusion of information in any of such
      Schedules and Exhibits hereto shall not be construed as an admission that such
      information is material to any of FastFind or the Members. In addition, matters
      reflected in such Schedules and Exhibits are not necessarily limited to matters
      required by this Agreement to be reflected in such Schedules and Exhibits.
      Such
      additional matters are set forth for informational purposes only and do not
      necessarily include other matters of a similar nature. Prior to the Closing,
      FastFind shall have the right to supplement, modify or update the Schedules
      and
      Exhibits to reflect changes and developments after the date hereof. Any such
      supplements, modifications and updates shall be subject to Bankrate's rights
      under Section 9.02(A) and shall have the effect of modifying the representations
      and warranties made by FastFind and the Members herein from and after the
      Closing for purposes of the provisions of Article VIII above.

     

    
      
        
        

      

      
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    Section
      11.14  Enforcement
      Jurisdiction.
      FastFind, the Members, Sub and Bankrate agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent breaches of this Agreement and to enforce specifically
      the terms and provisions of this Agreement in the Courts of the State of Florida
      or any Federal court located in the State of Florida, this being in addition
      to
      any other remedy to which they are entitled at law or in equity. In addition,
      each of the parties hereto (A) consents to submit itself to the personal
      jurisdiction of the Courts of the State of Florida or any Federal court located
      in the State of Florida in the event any dispute arises out of this Agreement
      or
      any Transaction, (B) agrees that it will not attempt to deny or defeat such
      personal jurisdiction by motion or other request for leave from any such court,
      and (C) agrees that it will not bring any action relating to this Agreement
      or
      any Transaction in any court other than a Court of the State of Florida or
      any
      Federal court sitting in the State of Florida.

     

    Section
      11.15  Arbitration.
      

     

    (A)  In
      case
      of a dispute, controversy or claim arising out of, relating to or in connection
      with this Agreement, including any dispute regarding its validity or
      termination; FastFind, the Members, Sub and Bankrate, as applicable, shall
      attempt in good faith to agree upon the rights of the respective parties with
      respect to each such claim within sixty (60) calendar days of receipt of notice
      of such claim. If the applicable parties should so agree, a memorandum setting
      forth such agreement shall be prepared and signed by such parties.

     

    (B)  If
      no
      such agreement can be reached after good faith negotiation lasting not longer
      than sixty (60) calendar days after the receipt of notice of such claim, any
      of
      the applicable parties may demand binding arbitration of the matter unless
      the
      amount of the damage or loss is at issue in pending litigation with a third
      party, in which event arbitration shall not be commenced until such amount
      is
      ascertained or both parties agree to arbitration. Arbitration shall be
      administered by the American Arbitration Association (the "AAA")
      and
      shall be conducted by three neutral arbitrators, two of whom shall be practicing
      attorneys and the third of whom shall be a certified public accountant, each
      having experience in the business of FastFind. Within fifteen (15) calendar
      days
      of commencement of arbitration, Sub and Bankrate, on one hand, and FastFind
      and/or the Member Representative, on the other hand, shall each select one
      neutral qualified arbitrator. Within ten (10) calendar days of their
      appointment, the two neutral arbitrators so selected shall select the third
      neutral qualified arbitrator from a list of arbitrators provided by the AAA
      having experience in the area of the business of FastFind. The third arbitrator
      shall act as chair of the arbitration panel. If the arbitrators selected by
      the
      parties are unable or fail to agree upon the third arbitrator, the third
      arbitrator shall be selected by the AAA. The arbitrators shall set a limited
      time period and establish procedures designed to reduce the cost and time for
      discovery while allowing the parties an opportunity, adequate in the sole
      judgment of the arbitrators, to discover relevant information from the opposing
      parties about the subject matter of the dispute. Any dispute regarding
      discovery, or the relevance or scope thereof, shall be determined by the chair
      of the arbitration panel and shall be governed by the Federal Rules of Civil
      Procedure. The decision of a majority of the three arbitrators as to the
      validity and amount of any claim shall be binding and conclusive upon the
      parties to this Agreement. The award by the arbitrators shall be in writing,
      shall be signed by a majority of the arbitrators and shall include a statement
      of written findings of fact and conclusions regarding the reasons for the
      disposition of any claim.

     

    
      
        
        

      

      
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    (C)  Judgment
      upon any award rendered by the arbitrators may be entered in any court having
      jurisdiction. Any such arbitration shall be held in West Palm Beach, Florida
      under the Commercial Arbitration Rules then in effect of the AAA. The
      arbitrators shall designate which party is the prevailing party in the dispute,
      taking into account, among other factors, the amount in dispute and the amount
      of the award. The non-prevailing party shall pay all costs and fees associated
      with the arbitration. "Costs and fees" for purposes of this subsection mean
      all
      reasonable pre-award expenses of the arbitration, including the arbitrators’
      fees, administrative fees, travel expenses, out of pocket expenses such as
      copying and telephone, witness fees and reasonable attorneys’ fees.

     

    (D)  By
      agreeing to arbitration, the parties do not intend to deprive any court with
      jurisdiction of its ability to issue a preliminary injunction, attachment or
      other form of provisional remedy in aid of the arbitration and a request of
      such
      provisional remedies by a party to a court shall not be deemed a waiver of
      the
      agreement to arbitrate.

     

    Section
      11.16  JURY
      WAIVER.
      IN ANY
      CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH
      ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND THE TRANSACTIONS,
      THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS
      AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE,
      TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY
      PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
      COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT
      OF
      THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED
      UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE
      ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT
      OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED
      BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT
      AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

     

    Section
      11.17  Bankrate’s
      Right to Conduct Other Activities.
      FastFind and Members hereby acknowledge that Bankrate and its affiliates are
      considering transactions with other companies, some of which may be competitive
      with FastFind’s business. Neither Bankrate or its affiliates or their respective
      directors, employees, agents, partners, officers or other representatives shall
      be liable for any claim arising out of, related to, or based upon (i) the
      investment by Bankrate in, or the acquisition by Bankrate of, any entity
      competitive with FastFind or (ii) actions taken by Bankrate or its affiliates
      or
      any director, employee, agent, partner, officer or other representative of
      Bankrate or its affiliates to assist any such competitive company or to evaluate
      or enter into a transaction with such competitive company.

     

    Section
      11.18  Entire
      Agreement; No Third-Party Beneficiaries.
      This
      Agreement, taken together with its Exhibits and Schedule 1, (a) constitute
      the
      entire agreement, and supersede all prior agreements and understandings, both
      written and oral, among the parties with respect to the Merger and other
      Transactions and (b) are not intended to confer upon any Person other than
      the
      parties any rights or remedies.

     

    
      
        
        

      

      
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    Section
      11.19  Unconditional
      Guarantee.
      Bankrate hereby fully and unconditionally guarantees the punctual performance
      of
      Sub's obligations hereunder, including Sub's obligation to deliver the funds
      required by Section 3.01(A) hereof, for so
      long
      as any sums remain payable by Sub to the Members or any of the obligations
      of
      Sub under this Agreement. Notwithstanding anything contained in this Section
      to
      the contrary, Bankrate shall be entitled to all defenses, counterclaims and
      offsets available to Sub.

     

    [remainder
      intentionally left blank]


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    Bankrate,
      Sub, FastFind, and the Members have duly executed this Agreement, all as of
      the
      date first written above.

     

    
      	
              BANKRATE,
                INC.

               

              By: /s/
                Thomas R. Evans

              Name:
                Thomas
                R. Evans

              Title:
                President
                & Chief Executive Officer

               

            	
              WESCOCO
                LLC

               

              By:
                /s/
                Robert Kramer

              Name:
                Robert
                Kramer

              Title:
                Manager

               

            
	
              FastFind,
                LLC

               

              By:
                /s/
                Thomas R. Evans

              Name:
                Thomas
                R. Evans

              Title:
                President
                & Chief Executive Officer

               

            	
              MEMBERS

               

              WESCOCO
                INVESTORS LLC

               

              By:
                /s/ David Katzman

              Its:
                Manager     

               

              /s/
                T. Sean McCarthy    

              T.
                Sean McCarthy

               

              /s/
                Eric K. King    

              Eric
                K. King

               

              /s/
                Matt Tillman  

              Matt
                Tillman

               

              /s/
                Gloria Xiao     

              Gloria
                Xiao

               

              /s/
                Kiran Bhangoo  

              Kiran
                Bhangoo

               

              /s/
                Crystal Carrol  

              Crystal
                Carroll

               

              /s/
                David Chamberlain 

              David
                Chamberlain

            


    

    


     

    
      
        
        

      

      
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