TO SUCH TRANSACTION IS
CONVERTED INTO OR EXCHANGED FOR VOTING CAPITAL STOCK OF THE SURVIVING OR
TRANSFEREE ENTITY CONSTITUTING A MAJORITY OF THE OUTSTANDING SHARES OF SUCH
VOTING CAPITAL STOCK OF SUCH SURVIVING OR TRANSFEREE ENTITY (IMMEDIATELY AFTER
GIVING EFFECT TO SUCH ISSUANCE), AND (II) IMMEDIATELY AFTER SUCH TRANSACTION, NO
"PERSON" OR "GROUP" (AS SUCH TERMS ARE USED IN SECTION 13(D) AND 14(D) OF THE
EXCHANGE ACT) BECOMES, DIRECTLY OR INDIRECTLY, THE "BENEFICIAL OWNER" (AS SUCH
TERM IS USED UNDER RULE 13D-3 AND RULE 13D-5 OF THE EXCHANGE ACT) OF GREATER
THAN FORTY PERCENT (40%) OF THE COMMON STOCK OF TREE.COM.
SECTION 5.3
THE REPURCHASE AMOUNT.
(A)
THE STOCK SHALL VEST OVER A PERIOD OF
TWENTY-FOUR (24) MONTHS, WITH ONE TWENTY-FOURTH (1/24) OF THE STOCK VESTING EACH
MONTH ON THE MONTHLY ANNIVERSARY OF THE DATE OF THIS PURCHASE AGREEMENT.
(B)
THE REPURCHASE OPTION SHALL ONLY BE
AVAILABLE TO TREE.COM WITH RESPECT TO THE STOCK THAT HAS NOT VESTED (THE
"REPURCHASE AMOUNT") (E.G., THE REPURCHASE AMOUNT ON THE SIX MONTH ANNIVERSARY
OF THE EFFECTIVE DATE OF THIS PURCHASE AGREEMENT SHALL BE 75% OF THE STOCK).
5
SECTION 5.4
REPURCHASE PRICE.
IF A CHANGE OF CONTROL OR PURCHASER
TERMINATION EVENT OCCURS AND TREE.COM EXERCISES ITS REPURCHASE OPTION WITH
RESPECT TO THE REPURCHASE AMOUNT, THE PURCHASE PRICE FOR EACH SHARE OF STOCK
WILL BE $3.91 PER SHARE (I.E,.THE PURCHASE PRICE PAID PER SHARE OF STOCK BY
PURCHASER PURSUANT TO THIS PURCHASE AGREEMENT).
SECTION 5.5
REPURCHASE NOTICE; WAIVER OF REPURCHASE OPTION.
(A)
TREE.COM MAY ELECT TO PURCHASE ALL OR ANY PORTION OF THE
REPURCHASE AMOUNT BY DELIVERING WRITTEN NOTICE (THE "REPURCHASE NOTICE") TO THE
PURCHASER, OR THE PURCHASER'S TRANSFEREES, WITHIN 60 DAYS AFTER THE CHANGE IN
CONTROL OR PURCHASER TERMINATION EVENT.
THE REPURCHASE NOTICE WILL SET FORTH
THE AMOUNT OF STOCK TO BE ACQUIRED FROM EACH HOLDER, THE AGGREGATE CONSIDERATION
TO BE PAID FOR SUCH SECURITIES AND THE TIME AND PLACE FOR THE CLOSING OF THE
TRANSACTION.
(B)
TREE.COM MAY EXERCISE OR WAIVE THE REPURCHASE OPTION IN ITS SOLE
DISCRETION.
WITHOUT LIMITING THE FOREGOING, TREE.COM MAY WAIVE THE REPURCHASE
OPTION IN CONNECTION WITH A TRANSACTION CONSTITUTING A CHANGE OF CONTROL IF THE
BOARD OF DIRECTORS OF TREE.COM DETERMINES THAT SUCH A TRANSACTION IS IN THE BEST
INTERESTS OF TREE.COM AND THE HOLDERS OF ITS COMMON STOCK.
SECTION 5.6
CLOSING.
THE CLOSING OF THE PURCHASE OF STOCK PURSUANT
TO THE REPURCHASE OPTION SHALL TAKE PLACE ON THE DATE DESIGNATED BY TREE.COM IN
THE REPURCHASE NOTICE, WHICH DATE SHALL BE NO LATER THAN 30 DAYS AFTER THE
DELIVERY OF THE REPURCHASE NOTICE NOR EARLIER THAN 10 DAYS AFTER SUCH DELIVERY.
SECTION 5.7
LIMITATIONS ON REPURCHASE OF STOCK.
IF ANY PROVISION OF
APPLICABLE LAW OR TREE.COM'S DEBT AGREEMENTS RESTRICTS OR PROHIBITS THE
REPURCHASE OF STOCK HEREUNDER WHICH THE TREE.COM IS OTHERWISE ENTITLED TO MAKE,
TREE.COM MAY MAKE SUCH REPURCHASE AS SOON AS IT IS PERMITTED TO DO SO AS SOON AS
SUCH PROHIBITIONS OR RESTRICTIONS CEASE TO APPLY.
ARTICLE 6 - MISCELLANEOUS
SECTION 6.1
TRANSFERS IN