IRREVOCABLY APPOINT (WHICH
APPOINTMENT IS COUPLED WITH AN INTEREST) TREE.COM AS YOUR AGENT AND
ATTORNEY-IN-FACT TO TAKE ANY NECESSARY OR APPROPRIATE ACTION TO CAUSE SHARES TO
BE RETURNED TO TREE.COM IN ACCORDANCE WITH THIS SECTION, INCLUDING WITHOUT
LIMITATION EXECUTING AND DELIVERING STOCK POWERS AND INSTRUMENTS OF TRANSFER,
MAKING ENDORSEMENTS AND/OR MAKING, INITIATING OR ISSUING INSTRUCTIONS OR
ENTITLEMENT ORDERS, ALL IN YOUR NAME AND ON YOUR BEHALF.
WITHOUT LIMITING THE
FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY TRANSFER AGENT FOR THE
SHARES IS FULLY AUTHORIZED AND PROTECTED IN RELYING ON, AND SHALL INCUR NO
LIABILITY IN ACTING ON, ANY DOCUMENTS, INSTRUMENTS, ENDORSEMENTS, INSTRUCTIONS,
ORDERS OR COMMUNICATIONS FROM TREE.COM IN CONNECTION WITH THE SHARES OR THE
TRANSFER THEREOF, AND THAT ANY SUCH TRANSFER AGENT IS A THIRD PARTY BENEFICIARY
OF THIS AGREEMENT.
6.
UPON YOUR RECEIPT OF THE SHARES, YOU WILL MAKE AN EFFECTIVE
ELECTION WITH THE INTERNAL REVENUE SERVICE UNDER SECTION 83(B) OF THE INTERNAL
REVENUE CODE AND THE REGULATIONS PROMULGATED THEREUNDER AND SHALL PROMPTLY
PROVIDE TREE.COM WITH A COPY OF SUCH ELECTION.
7.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE
PLAN, THE PLAN SHALL CONTROL; PROVIDED, THAT AN ACTION OR PROVISION THAT IS
PERMISSIVE UNDER THE TERMS OF THE PLAN, AND REQUIRED UNDER THIS AGREEMENT, SHALL
NOT BE DEEMED A CONFLICT AND THIS AGREEMENT SHALL CONTROL.
IN THE EVENT OF ANY
AMBIGUITY IN THIS AGREEMENT, OR ANY MATTERS AS TO WHICH THIS AGREEMENT ARE
SILENT, THE PLAN SHALL GOVERN.
8.
TREE.COM MAY MODIFY, AMEND OR WAIVE THE TERMS OF YOUR SHARES,
PROSPECTIVELY OR RETROACTIVELY, BUT NO SUCH MODIFICATION, AMENDMENT OR WAIVER
SHALL MATERIALLY IMPAIR YOUR RIGHTS WITHOUT YOUR CONSENT, EXCEPT AS REQUIRED BY
APPLICABLE LAW, NASDAQ OR STOCK EXCHANGE RULES, TAX RULES OR ACCOUNTING RULES.
9.
YOUR ACCEPTANCE OF THE SHARES CONSTITUTES YOUR AUTHORIZATION OF
THE RELEASE FROM TIME TO TIME TO TREE.COM OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES AND TO THE AGENT (TOGETHER, THE "RELEVANT COMPANIES") OF ANY AND ALL
PERSONAL OR PROFESSIONAL DATA THAT IS NECESSARY OR DESIRABLE FOR THE
ADMINISTRATION OF YOUR SHARES AND/OR THE PLAN (THE "RELEVANT INFORMATION").
WITHOUT LIMITING THE ABOVE, THIS AUTHORIZATION PERMITS YOUR EMPLOYING COMPANY TO
COLLECT, PROCESS, REGISTER AND TRANSFER TO THE RELEVANT COMPANIES ALL RELEVANT
INFORMATION (INCLUDING ANY PROFESSIONAL AND PERSONAL DATA THAT MAY BE USEFUL OR
NECESSARY FOR THE PURPOSES OF THE ADMINISTRATION OF THE SHARES AND/OR THE PLAN
AND/OR TO IMPLEMENT OR STRUCTURE ANY FURTHER GRANTS OF EQUITY AWARDS (IF ANY)).
THE ACCEPTANCE OF THE SHARES ALSO CONSTITUTES YOUR AUTHORIZATION OF THE TRANSFER
OF THE RELEVANT INFORMATION TO ANY JURISDICTION IN WHICH TREE.COM, YOUR
EMPLOYING COMPANY OR THE AGENT CONSIDERS APPROPRIATE.
YOU SHALL HAVE ACCESS TO,
AND THE RIGHT TO CHANGE, THE RELEVANT INFORMATION, WHICH WILL ONLY BE USED IN
ACCORDANCE WITH APPLICABLE LAW.
10.
YOUR AWARD IS NOT INTENDED TO CONSTITUTE "NONQUALIFIED DEFERRED
COMPENSATION" WITHIN THE MEANING OF SECTION 409A OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND THE RULES AND REGULATIONS ISSUED THERE UNDER
("SECTION 409A").
IN NO EVENT