IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA. Plaintiff, Case No CA XXXX MB AO

Transcription

1 IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA MICHAEL BLOCH, on Behalf of Himself and All Others Similarly Situated, v. Plaintiff, Case No CA XXXX MB AO BANKRATE, INC., ET AL., Defendants. / KBC ASSET MANAGEMENT N.V., Individually and on Behalf of All Others Similarly Situated, v. Plaintiff, Case No CA XXXX MB AO BANKRATE, INC., ET AL., Defendants. / MICHAEL PFEIFFER, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. Case No CA XXXX MB AO THOMAS EVANS, ET AL., Defendants. / NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, SETTLEMENT HEARING AND RIGHT TO APPEAR TO: ALL PERSONS WHO HELD THE COMMON STOCK OF BANKRATE, INC. ( BANKRATE OR THE COMPANY ), EXCLUDING DEFENDANTS, THEIR IMMEDIATE FAMILY MEMBERS, THEIR DIRECTORS OR PARTNERS, THEIR DIRECT OR INDIRECT PARENT OR SUBSIDIARY ENTITIES, OR ANY PERSON OR ENTITY OVER WHOM OR WHICH ANY DEFENDANT EXERCISES SOLE OR EXCLUSIVE CONTROL, AT ANY TIME DURING THE PERIOD FROM AND INCLUDING JULY 21, 2009 THROUGH AND INCLUDING SEPTEMBER 25, 2009 (THE CLASS PERIOD ), INCLUDING ANY AND ALL OF THEIR IMMEDIATE OR REMOTE SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM (THE SETTLEMENT CLASS ). MEMBERS OF THE SETTLEMENT CLASS ARE CALLED THE CLASS MEMBERS. PLEASE READ ALL OF THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS CLASS ACTION LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT OR FROM PURSUING THE RELEASED CLAIMS (AS DEFINED HEREIN). IF YOU HELD BANKRATE COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSFER THIS DOCUMENT TO ALL SUCH BENEFICIAL OWNERS.

2 PURPOSE OF NOTICE The purpose of this Notice is to inform you of the above-captioned actions (the State Actions ) pending in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida (the Court ), the proposed settlement of the State Actions (the Settlement ), a hearing on the Settlement (the Settlement Hearing ), and of your right, among other things, to participate in the Settlement Hearing. The Settlement Hearing will be held before the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Courtroom 10-D, Main Judicial Complex, 205 North Dixie Hwy., West Palm Beach, Florida on October 25, 2010 at 9:00 a.m. to: (i) determine whether the terms and conditions of the Settlement provided for in the Stipulation and Agreement of Settlement, dated April 13, 2010 (the Stipulation ), are fair, reasonable, adequate and in the best interests of the proposed Settlement Class; (ii) determine whether final judgment should be entered dismissing the State Actions as to all Released Persons (as defined herein) with prejudice as against Plaintiffs and the Settlement Class; (iii) hear and determine any objections to the Settlement; and (iv) if the Court approves the Settlement and enters its Order and Final Judgment, determine whether it should award attorneys fees, cost and expenses in an amount not exceeding $2,000,000 to Plaintiffs Counsel (as defined below). This Notice describes the rights you may have in the State Actions and what steps you may, but are not required to, take in relation to the Settlement. If the Court approves the Settlement, the parties shall jointly request at the Settlement Hearing that the Court enter an Order and Final Judgment dismissing the State Actions with prejudice in accordance with the terms of the Stipulation. THE FACTUAL BACKGROUND THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES. 1. On July 22, 2009, Bankrate, Inc. ( Bankrate ) announced that it had entered into an Agreement and Plan of Merger (the Merger Agreement ) with Ben Holdings, Inc. and Ben Merger Sub, Inc. (collectively, Ben ), which are affiliates of certain funds advised by Apax Partners, L.P. ( Apax ). 2. Under the terms of the Merger Agreement, Ben commenced a tender offer to acquire all of the outstanding shares of Bankrate for $28.50 per share in cash (the Tender Offer ), followed by a merger to acquire all remaining outstanding shares at the same offer price (the Merger ). 3. On July 24, 2009, Plaintiff Milton Pfeiffer ( Plaintiff Pfeiffer ) filed with the Court a putative class action complaint against Thomas Evans, Randall Poliner, Robert O Block, William Martin, Richard Pinola, Peter Morse (collectively, the Bankrate Directors ), Bankrate, and Ben on behalf of Bankrate s stockholders, styled Pfeiffer v. Evans, No CA XXXX MB AO (the Pfeiffer Action ). 4. On July 27, 2009, Plaintiff Michael Bloch ( Plaintiff Bloch ) filed with the Court a putative class action complaint against the Bankrate Directors and Bankrate on behalf of Bankrate s stockholders, styled Bloch v. Bankrate, Inc., No CA XXXX MB AO (the Bloch Action ). 5. On July 27, 2009, Plaintiff KBC Asset Management N.V. ( Plaintiff KBC, and together with Plaintiff Pfeiffer and Plaintiff Bloch, the State Plaintiffs ) filed with the Court a putative class action against the Bankrate Directors, Bankrate, Ben, and Apax on behalf of Bankrate s stockholders, styled KBC Asset Management N.V. v. Bankrate, Inc., No CA XXXX MB AJ (the KBC Action, and together with the Pfeiffer Action and the Bloch Action, the State Actions ), and also served Plaintiff KBC s First Request for the Production of Documents and Things to All Defendants, and Notices of Intent to Serve Subpoena Duces Tecum on Allen & Company LLC, Needham & Company, LLC, and Stephens, Inc. 6. On August 5, 2009, Plaintiff Patricia Novick ( Plaintiff Novick ) filed a putative class action against the Bankrate Directors, Bankrate, Ben, and Apax on behalf of Bankrate s stockholders in the United States District Court for the Southern District of Florida (the Federal Court ), styled Novick v. Bankrate, Inc., No. 09 Civ (KLR) (the Federal Action, together with the State Actions, the Actions ). 7. On July 28, 2009, Bankrate filed with the United States Securities and Exchange Commission (the SEC ) a solicitation/recommendation statement on Schedule 14D-9 (the 14D-9 ). 8. On July 28, 2009, Ben and affiliates of Apax filed with the SEC a Tender Offer Statement on Schedule TO (the TO ). 9. On July 28, 2009, Bankrate, Ben, and affiliates of Apax filed with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the 13E-3 ). 10. On July 28, 2009, Ben commenced its Tender Offer to Bankrate s stockholders. 2

3 11. On July 29, 2009, Plaintiff Bloch filed with the Court an Amended Complaint against the Bankrate Directors, Bankrate, Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross, and Bruce J. Zanca (and together with Ben and Apax, the Defendants ), as well as a an Emergency Motion for Expedited Proceedings and an Emergency Motion for Consolidation of Related Actions and Appointment of Lead Plaintiff and Lead Counsel and Liaison Counsel. 12. On July 31, 2009, Plaintiff KBC filed with the Court an Amended Complaint against the Bankrate Directors, Bankrate, Ben, and Apax, as well as a Motion for Expedited Proceedings and a Motion for Consolidation of Related Actions and Appointment of Lead Plaintiff and Lead and Liaison Counsel. 13. The complaints in each of the Actions challenge, inter alia, the Tender Offer, the Merger, and the Merger Agreement, including, but not limited to, the disclosures in the 14D-9 and TO and the terms of the Merger Agreement, and allege that Bankrate s Directors breached their fiduciary duties in connection therewith. 14. On August 3, 2009, Bankrate filed with the SEC an Amendment No. 1 to the 14D On August 5, 2009, Bankrate, Ben, and affiliates of Apax filed with the SEC an Amendment No. 1 to the 13E On August 6, 2009, Bankrate, Ben, and Apax filed an Agreed Motion to Transfer the KBC Action from Division AJ to Division AO, which motion was granted on August 13, On August 7, 2009, the Court held a hearing on Plaintiff Bloch s Emergency Motion for Expedited Proceedings, ordered an agreed-upon program of expedited discovery in the State Actions, and scheduled a hearing on State Plaintiffs Motion for a Preliminary Injunction for August 20, Between August 7 and August 14, 2009, the parties to the State Actions engaged in expedited discovery, including the deposition of six witnesses (Peter Morse (Bankrate s Chairman), Thomas Evans (Bankrate s Chief Executive Officer), Richard Poliner (one of Bankrate s Directors), Christian Stahl (a partner of Apax), Ian Smith (managing director at Allen & Company LLC, Bankrate s financial advisor), and Steven Hazel (Plaintiffs expert witness)) and the production of over 7,100 pages of documents. 19. On August 11, 2009, Bankrate filed with the SEC an Amendment No. 2 to the 14D On August 11, 2009, Ben and affiliates of Apax filed with the SEC an Amendment No. 1 to the TO. 21. On August 11, 2009, Bankrate, Ben, and affiliates of funds advised by Apax filed with the SEC an Amendment No. 2 to the 13E On August 14, 2009, State Plaintiffs served their Motion for Preliminary Injunction and brief and exhibits in support thereof. 23. On August 18, 2009, Bankrate filed with the SEC an Amendment No. 3 to the 14D On August 18, 2009, Ben and affiliates of funds advised by Apax filed with the SEC an Amendment No. 2 to the TO. 25. On August 18, 2009, Bankrate, Ben, and affiliates of funds advised by Apax filed with the SEC an Amendment No. 3 to the 13E On August 18, 2009, in response to Amendment No. 3 to the 14D-9, Amendment No. 2 to the TO, and Amendment No. 3 to the 13E-3 and in response to Bankrate s pledge not to exercise its contractual right to waive the minimum tendering condition in the Merger Agreement, State Plaintiffs withdrew their Motion for a Preliminary Injunction. 27. On August 24, 2009, Bankrate filed with the SEC an Amendment No. 4 to the 14D On August 24, 2009, Ben and affiliates of funds advised by Apax filed with the SEC an Amendment No. 3 to the TO. 29. On August 24, 2009, Bankrate, Ben, and affiliates of funds advised by Apax filed with the SEC an Amendment No. 4 to the 13E On August 25, 2009, Ben completed its Tender Offer to Bankrate s stockholders; 31. On September 25, 2009, the Merger was completed. 3

4 32. Concurrently, counsel for State Plaintiffs (collectively, Plaintiffs Counsel ) conducted a detailed review and analysis of the 14D-9, Amendment No. 1 to the 14D-9, Amendment No. 2 to the 14D-9, Amendment No. 3 to the 14D- 9, Amendment No. 4 to the 14D-9, the TO, Amendment No. 1 to the TO, Amendment No. 2 to the TO, Amendment No. 3 to the TO, the 13E-3, Amendment No. 1 to the 13E-3, Amendment No. 2 to the 13E-3, Amendment No. 3 to the 13E-3, Amendment No. 4 to the 13E-3, and the Notice of Appraisal (defined below), as well as conducted substantial expedited documentary and testimonial discovery in the State Actions. 33. Plaintiffs Counsel and counsel for Defendants engaged in arm s length negotiations concerning the terms and conditions of a potential resolution of the Actions in which Bankrate would disclose certain additional information to Bankrate s stockholders. 34. Following these negotiations, the parties to the State Actions reached an agreement in principle for the settlement of the State Actions in a Memorandum of Understanding, dated September 29, 2009, on the terms and conditions set forth in the Stipulation, and the parties believe that the Settlement is in the best interests of the parties. 35. On or soon after September 29, 2009, Bankrate mailed to its stockholders a Notice of Appraisal Rights (the Notice of Appraisal ). 36. On October 12, 2009, the parties to the Federal Action filed an Agreed Motion to Stay the Federal Action Pending Dismissal. 37. Defendants acknowledge that Plaintiffs Counsel have a claim for attorneys fees and reimbursement of expenses in the State Actions based upon the benefits that the State Actions have provided to the Settlement Class (as defined below). 38. All parties recognize the time and expense that would be incurred by further litigation in this matter and the uncertainties inherent in such litigation and that the interests of the parties would best be served by a settlement of the litigation herein. 39. Plaintiffs and Plaintiffs Counsel, after conducting documentary and testimonial discovery, have determined that the Settlement is fair, reasonable, adequate, and in the best interest of the Settlement Class. 40. Defendants have denied, and continue to deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts alleged in the Actions, and maintain that they complied with their fiduciary and other legal duties. 41. Each of the Defendants has denied and continues to deny having committed or attempted to commit any violations of law, breaches of fiduciary duty of any kind or failure to disclose information required by law. 42. There has been no admission or findings of facts or liability by or against any party and nothing herein should be constructed as such. 43. Defendants are entering into the Stipulation solely because they contend and believe that the proposed Settlement would eliminate the burden, risk, and expense of further litigation, and because they contend and believe that it is in the best interests of Bankrate s stockholders, and not due to any infirmity in their defenses to the claims asserted by Plaintiffs. SUMMARY OF THE SETTLEMENT 44. The terms of the Settlement are fully described in the Stipulation on file with the Court, which is available for your inspection as discussed below under the heading, Scope of This Notice. Capitalized terms used herein and not otherwise defined are deemed to have the same meaning as set forth in the Stipulation. In summary, as a result of the foregoing and the arm s-length negotiations among counsel to the parties, the parties to the Actions have agreed to the Settlement, which provides as follows: a. In consideration for the full settlement and release of all Released Claims (as defined below), Defendants, State Plaintiffs and Plaintiffs Counsel agreed that (i) Amendment No. 4 to the 14D-9, (ii) Amendment No. 3 to the TO and Amendment No. 4 to the 13E-3, and (iii) the Notice of Appraisal included the disclosures set forth in Exhibits A, B, and C, respectively, annexed to the Stipulation, including disclosures included therein at the behest of Plaintiffs Counsel (the Supplemental Disclosures ). b. In addition, without admitting any wrongdoing, fault, liability, or damage, Defendants acknowledge that the pendency and prosecution of these State Actions and the efforts of Plaintiffs Counsel were a substantial reason and cause for the decision of Bankrate to pledge not to exercise its contractual right to waive the minimum tendering condition in the Merger Agreement and the decision of Defendants to include a portion of the Supplemental Disclosures in Amendment No. 4 to the 14D-9, Amendment No. 3 to the TO, Amendment No. 4 to the 13E-3, and the Notice of Appraisal. In addition, Defendants acknowledge that the additional disclosures and information provided in (i) Amendment No. 1 to the 14D-9, Amendment No. 2 to the 14D-9, and Amendment No. 3 to the 14D-9, and revisions 4

5 between those documents and Amendment No. 4 to the 14D-9, (ii) Amendment No. 1 to the TO and Amendment No. 2 to the TO, and revisions between those documents and Amendment No. 3 to the TO; and (iii) Amendment No. 1 to the 13E- 3, Amendment No. 2 to the 13E-3, and Amendment No. 3 to the 13E-3, and revisions between those documents and Amendment No. 4 to the 13E-3, were made and provided in part substantially as a result of State Plaintiffs prosecution of the State Actions and the efforts of Plaintiffs Counsel. c. The parties hereto and their counsel believe that the additional disclosures set forth in Paragraphs a and b, above, have or will substantially benefit the Settlement Class. d. Upon Final Court Approval, any and all known and unknown claims (including Unknown Claims (as defined below)) for damages, injunctive relief, or any other remedy against all Defendants in the Actions (including all current directors and officers of Bankrate, whether named as defendants or not, Bankrate, Ben, and Apax), and any of their present or former affiliates, parents, subsidiaries (including the directors and officers of such affiliates, parents, and subsidiaries), general partners, limited partners, partnerships, and their respective officers, directors, managing directors, employees, agents, attorneys, advisors, insurers, accountants, auditors, trustees, financial advisors, lenders, investment bankers, associates, representatives, heirs, executors, personal representatives, estates, administrators, successors, and assigns (all, collectively, the Released Persons ) that have been or could have been asserted by any member of the proposed Settlement Class (including Plaintiff Novick) in any forum, including class, derivative, individual, or other claims, whether state, federal, or foreign, common law, statutory, or regulatory, including, without limitation, claims under the federal securities laws, arising out of, related to, or concerning (i) the allegations contained in the Actions, (ii) the Tender Offer and the Merger, including the negotiations leading to the Tender Offer, the Merger, the Merger Agreement, any agreements, and disclosures relating to the Tender Offer, the Merger, and the Merger Agreement, and any compensation or other payments made to any of the Defendants in connection with the Tender Offer and the Merger, (iii) the 14D-9, Amendment No. 1 to the 14D-9, Amendment No. 2 to the 14D-9, Amendment No. 3 to the 14D-9, Amendment No. 4 to the 14D-9, the TO, Amendment No. 1 to the TO, Amendment No. 2 to the TO, Amendment No. 3 to the TO, the 13E-3, Amendment No. 1 to the 13E-3, Amendment No. 2 to the 13E-3, Amendment No. 3 to the 13E-3, Amendment No. 4 to the 13E-3, the Notice of Appraisal, or any other disclosures relating to the Tender Offer and the Merger, and/or (iv) any matter that could have been asserted in the Actions regarding breach of fiduciary duty in connection with the Tender Offer and the Merger, or failure to disclose material facts to stockholders in connection with the Tender Offer and the Merger, or aiding and abetting any of the foregoing (all, collectively, the Released Claims ), shall be fully, finally, and forever compromised, settled, extinguished, dismissed, discharged, and released with prejudice pursuant to the terms and conditions herein, provided, however, that the claims to be released shall not include the right of any Settlement Class member or any of the Defendants to enforce the terms of the Settlement, nor shall the claims to be released include the right of any Bankrate shareholder or former Bankrate shareholder to seek appraisal of their Bankrate shares in accordance with Florida law and the Notice of Appraisal. e. The releases contemplated by the Settlement shall extend to claims that the State Plaintiffs, all members of the Settlement Class (including Plaintiff Novick), and Defendants do and do not know and do and do not suspect to exist at the time of the release, which, if known, might have affected the decision to enter into the release or to object or not to object to the Settlement ( Unknown Claims ). State Plaintiffs, members of the Settlement Class (including Plaintiff Novick), and Defendants shall be deemed to waive, and shall waive and relinquish to the fullest extent permitted by law, any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person s release of Unknown Claims; further, with respect to any and all of the Released Claims, including any and all Unknown Claims, that (a) State Plaintiffs, members of the Settlement Class (including Plaintiff Novick), and Defendants shall be deemed to waive, and shall waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR; (b) State Plaintiffs, members of the Settlement Class (including Plaintiff Novick), and Defendants also shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code 1542; and (c) State Plaintiffs, on behalf of the Settlement Class (including Plaintiff Novick), and Defendants acknowledge that members of the Settlement Class (including Plaintiff Novick) and Defendants may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is the intention of State Plaintiffs, on behalf of the Settlement Class (including Plaintiff Novick), and Defendants to fully, finally, and forever settle and release with prejudice any and all Released Claims, including any and all Unknown Claims, hereby known or unknown, suspected, or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. State Plaintiffs acknowledge and the Members of the Settlement Class (including Plaintiff Novick) shall be deemed by operation of the entry of a order and final 5

6 Judgment approving the Settlement (the Order and Final Judgment ) to have acknowledged, that the foregoing waiver was separately bargained for and is a key element of the Settlement of which this release is a part. f. Upon Final Court Approval, each of the Released Persons shall be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged, the State Plaintiffs and their agents, including without limitation Plaintiffs Counsel, from all claims (including Unknown Claims) based upon or arising out of the commencement, prosecution, assertion, settlement, or resolution of the Actions, provided that the Released Persons shall have the right to enforce in the Court the terms of this Stipulation and the Settlement. g. Upon Final Court Approval, the State Actions shall be dismissed with prejudice and on the merits and without costs to any party, except as expressly provided in the Stipulation. THE COURT HAS NOT DETERMINED THE MERITS OF ANY OF THE CLAIMS MADE BY PLAINTIFFS AGAINST, OR THE DEFENSES OF, THE DEFENDANTS. THIS NOTICE DOES NOT IMPLY, THEREFORE, THAT THERE HAS BEEN OR WOULD BE ANY FINDING OF VIOLATION OF ANY LAW OR THAT RELIEF IN ANY FORM OR RECOVERY IN ANY AMOUNT COULD BE HAD IF THE LITIGATION WERE NOT SETTLED. DISMISSAL AND RELEASE 45. It is the intent of the parties to the State Actions that the proposed Settlement shall extinguish for all time all rights, claims and causes of action that are or relate to any of the Released Claims against any of the Released Persons. The Settlement will become effective upon the later of: (a) the entry of the Order and Final Judgment, and upon the expiration of any applicable appeal period for the appeal of the Order and Final Judgment without an appeal having been filed or, if an appeal is taken, upon entry of an order affirming the Order and Final Judgment appealed from and the expiration of any applicable period for the reconsideration, appeal, rehearing or review, by certiorari or otherwise, of such affirmance without any motion for review, reconsideration or rehearing or further appeal having been filed ( Final Court Approval ), or (b) the date on which the Federal Action is dismissed with prejudice. 46. In the event that the Settlement is not approved, or such approval does not become final, then the Settlement shall be of no further force and effect and each party shall be restored to the status quo ante, except that all costs incurred in connection with notifying the purported Settlement Class of the proposed Settlement shall be the obligation of Bankrate or its successor(s) in interest. ATTORNEYS FEES 47. Subject to Court approval, Bankrate shall pay on behalf of itself and the Individual Defendants, Plaintiffs Counsel attorneys fees and reimbursement of expenses (the Fees and Expenses ) in an amount not to exceed $2,000,000. Defendants shall not object to a request for Fees and Expenses if the total amount requested does not exceed $2,000,000. The Fees and Expenses shall be payable to Barroway Topaz Kessler Metlzer & Check, LLP, as receiving agent for Plaintiffs Counsel, within twenty (20) business days after the entry of the Order and Final Judgment, subject to Plaintiffs Counsel s joint and several obligation to make appropriate refunds or repayments to Bankrate if, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the Order and Final Judgment is reversed or modified or the fee or costs award is reduced or reversed or any of the conditions set forth in paragraph 49 hereof are not satisfied. Except as provided in this Stipulation, Defendants shall bear no other expenses, costs, damages, or fees alleged or incurred by Plaintiffs, by any member of the Settlement Class (including Plaintiff Novick), or by any of their attorneys, experts, advisors, agents, or representatives. Under no circumstances shall Defendants be responsible to pay more than $2,000,000 in Fees and Expenses. 48. Court approval of the Settlement shall not in any way be conditioned on Court approval of the Plaintiffs Counsel s Fees and Expenses. CONDITIONS FOR SETTLEMENT 49. The Settlement is conditioned upon the occurrence of certain events. Those events include, among other things, (1) dismissal of the State Actions with prejudice; (2) approval of the Settlement and entry of the proposed Order and Final Judgment by the Court, as provided for in the Stipulation; (3) affirmance of the Order and Final Judgment by the highest appellate court to review it or expiration of the time for all appellate review of the Order and Final Judgment; and (4) at Defendants election, dismissal of the Federal Action with prejudice. If, for any reason, any one of the conditions described in the Stipulation is not met, the Stipulation might be terminated and, if terminated, will become null and void, and the parties to the Stipulation will be restored to their respective positions prior to the execution of the Stipulation. 6

7 SETTLEMENT HEARING 50. The Court has scheduled a Settlement Hearing, which will be held on October 25, 2010 at 9:00 a.m. The purpose of this hearing will be to: a. determine whether the Settlement Class should be certified; b. determine whether the Settlement should be approved by the Court as fair, reasonable, adequate and in the best interests of the Settlement Class; c. determine whether an Order and Final Judgment should be entered pursuant to the Stipulation; d. consider the Settlement Class representatives application for an award of Fees and Expenses for Plaintiffs Counsel; and e. rule on such other matters as the Court may deem appropriate. 51. The Court has reserved the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys Fees and Expenses, without further notice of any kind other than oral announcement at the Settlement Hearing or any adjournment thereof. 52. The Court has also reserved the right to approve the Settlement at or after the Settlement Hearing with such modifications as may be consented to by the parties to the Stipulation and without further notice to the Settlement Class. RIGHT TO APPEAR AT SETTLEMENT HEARING 53. Any Class Member who objects to the Stipulation, the Settlement, the judgment proposed to be entered herein and/or the application for an award of attorneys fees and expenses, or who otherwise wishes to be heard, may appear in person or by his, her or its attorney at the Settlement Hearing and present any evidence or argument that may be proper and relevant. To do so, however, you must, no later than twenty (20) days prior to the Settlement Hearing (unless the Court otherwise directs, upon application and for good cause shown), file with Office of the Clerk, the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Main Judicial Complex, 205 North Dixie Hwy., West Palm Beach, Florida 33401, the following: (i) a notice of intention to appear; (ii) a statement submitted under penalty of perjury of the number of shares of Bankrate common stock you held from July 21, 2009, through September 25, 2009, including the date(s) of acquisition or disposition of any such stock; (iii) a statement of your specific objections to the Settlement and the judgment to be entered thereon, and/or the application of Plaintiffs Counsel for Fees and Expenses; and (iv) all other documents, writing and other evidence that you desire the Court to consider. On or before such filing, you also must deliver these documents by hand or first-class mail to each of the following counsel of record: WACHTELL, LIPTON, ROSEN & KATZ William Savitt 51 West 52nd Street New York, New York Telephone: (212) KIRKLAND & ELLIS, LLP Matthew Solum 601 Lexington Avenue New York, New York Telephone: (212) BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP Lee D. Rudy 280 King of Prussia Road Radnor, Pennsylvania Telephone: (610) MOTLEY RICE LLC Badge Humphries 28 Bridgeside Boulevard Mount Pleasant, South Carolina Telephone: (843) SAXENA WHITE, P.A. Joseph E. White, III 2424 North Federal Highway, Suite 257 Boca Raton, Florida Telephone: (561) Any person who does not make his, her or its objection in the manner provided herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed Settlement, or the application for attorneys fees, or any other relevant matters as incorporated in the Stipulation unless otherwise ordered by the Court, and shall also be foreclosed from appealing from any judgment or order entered in the State Actions. 7

8 INTERIM INJUNCTION 55. Pending final determination of whether the Settlement should be approved, Plaintiffs and all other Class Members are barred and enjoined from commencing, prosecuting, instigating or in any way participating in the commencement or prosecution of any action asserting any Released Claims, either directly, representatively, derivatively, or in any other capacity, against any Released Persons. ORDER AND FINAL JUDGMENT OF THE COURT 56. If the Court determines that this Settlement, as provided for in the Stipulation, is fair, reasonable, adequate and in the best interests of the Settlement Class, the parties shall jointly request that the Court enter an Order and Final Judgment, which will, among other things: a. approve certification of the Settlement Class, as defined above; b. approve the form and method of Notice to the Settlement Class; c. approve finally the Settlement as fair, reasonable and adequate under Rule of the Florida Rules of Civil Procedure, and direct its consummation pursuant to the Settlement terms; d. dismiss the claims of State Plaintiffs and the Settlement Class without costs (except as otherwise provided in the Stipulation) and with prejudice and order that the releases contemplated in the Stipulation shall become effective upon the Effective Date; e. permanently bar and enjoin the commencement, prosecution and instigation by Plaintiffs and the Settlement Class members of any other action against the Released Persons in any court or tribunal asserting any of the Released Claims; f. permanently bar and enjoin the commencement, prosecution and instigation by Defendants of any action against Plaintiffs Released Persons of any claim arising out of, relating to or in connection with the institution, prosecution, assertion, defense, settlement or resolution of the State Actions; and g. contain such other and further provisions consistent with the terms of the Stipulation to which the parties hereto consent in writing. DISMISSAL OF THE FEDERAL ACTION 57. Within ten (10) days of the date on which the Order and Final Judgment becomes final and no longer subject to appeal, whether by exhaustion of any possible appeal, lapse of time or otherwise (excluding any appeal solely involving the amount or reasonableness of any application for attorneys fees or expenses by State Plaintiffs), the Plaintiff Novick shall move the Federal Court for entry of an Order of Dismissal With Prejudice. SCOPE OF THIS NOTICE 58. This Notice does not purport to be a comprehensive description of the State Actions or the pleadings, the terms of the proposed Settlement or the scheduled Settlement Hearing. For more complete information concerning the litigation and the proposed Settlement, you may inspect the pleadings, the Stipulation and other papers and documents filed with the Court in the State Actions, during normal business hours at the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Courtroom 10-D, Main Judicial Complex, 205 North Dixie Hwy., West Palm Beach, Florida Further information regarding the State Actions, the Settlement and this Notice should not be sought from the Court, but may be obtained by contacting Plaintiffs counsel named above or at Dated: April 16, 2010 BY ORDER OF THE COURT SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES If you held Bankrate stock for the beneficial interest of a person or organization other than yourself at any time during the period from and including July 21, 2009 through and including September 25, 2009, within seven (7) business days of the receipt of this Notice you must either (a) provide to the Notice Administrator the name and last known address of each person or organization for whom or which you held any such securities during such time periods; or (b) request additional copies of this Notice, which will be provided to you free of charge, and, within seven (7) business days of your receipt of such copies, mail the Notice directly to the beneficial owners of the securities referred to herein. You are entitled to reimbursement from Bankrate of your reasonable expenses incurred in connection with the foregoing, including reimbursement of postage expenses and the cost of ascertaining the names and addresses of beneficial owners. These expenses will be paid by Bankrate upon request and submission of appropriate supporting documentation to the Notice Administrator. All communications concerning the foregoing should be addressed to the Notice Administrator: Bankrate, Inc. Settlement, c/o The Garden City Group, Inc., P.O. Box 9613, Dublin OH