This Purchase Agreement has been duly executed and delivered by Purchaser, and constitutes the valid and binding obligation of Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 3.2                                       Purchase Entirely for Own Account .  The Stock is being acquired by Purchaser for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  Purchaser further represents that he does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant any participation with respect to any of the Stock.

Section 3.3                                       No Commissions . No commission, fee or other remuneration is to be paid or given, directly or indirectly, to any person or entity for soliciting Purchaser to purchase the Stock.

Section 3.4                                       Investment Experience .  Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”).  Purchaser is aware of Tree.com’s business affairs and financial condition and has had access to and has acquired sufficient information about Tree.com to reach an informed and knowledgeable decision to acquire the Stock.  Purchaser has such business and financial experience as is required to give him the ability to protect his own interests in connection with the purchase of the Stock.

Section 3.5                                       Ability to Bear Risk . Purchaser is able to bear the economic risk of his investment in the Stock for an indefinite period of time and Purchaser understands that the Stock has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser acknowledges that he could bear a complete or significant loss of his investment in the Stock, including in connection with Tree.com’s exercise of the Repurchase Option (as defined below).

Section 3.6                                       Access to Information . Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Stock and has had full access to such other information concerning Tree.com as Purchaser has requested.

Section 3.7                                       Restricted Securities .

(a)                                   Purchaser understands that the Stock is “restricted” under applicable U.S. federal and state securities laws inasmuch as it is being acquired from Tree.com in a transaction not involving a public offering and that, pursuant to these laws and applicable regulations, Purchaser must hold the Stock indefinitely unless it is registered with the Securities and Exchange Commission (the “SEC”), and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

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Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including the timing and manner of sale, the holding period for the Stock, and on requirements relating to Tree.com which are outside of Purchaser’s control, and which Tree.com is under no obligation and may not be able to satisfy.  In this connection, Purchaser represents that he is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(b)                                  Purchaser further understands that the Stock is subject to the additional restrictions on transfer described in Article 4 hereof.

Section 3.8                                       Legends .  Purchaser understands that the Stock, and any securities issued in respect thereof or exchange therefor, may bear the following legends:

(a)                                   “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN AN STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND DOUGLAS R. LEBDA DATED FEBRUARY 8, 2009. A COPY OF THIS AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

(b)                                  Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

Section 3.9                                       Disclosure . Purchaser has disclosed to Purchaser all information material and relevant to the determination by the Company and its Board of Directors to enter into the transaction contemplated hereby.

ARTICLE 4 - RESTRICTIONS ON TRANSFER

Section 4.1                                       Restrictions on Transfer . At no time during the term of this Purchase Agreement may Purchaser, or any transferee of Purchaser, transfer any shares of unvested Stock (with the vesting provisions described in Section 5.3(a) hereof) except to the extent permitted or required by this Article 4 and Article 5 .

Section 4.2                                       Permitted Transfers . Purchaser may transfer unvested shares of Stock as follows:

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(a)                                   To a Related Entity (as defined below); provided , however , that if at any time a Related Entity that is transferred shares of unvested Stock pursuant to this Section 4.2 is no longer a Related Entity of Purchaser while such transferred shares of Stock remain unvested, such Related Entity must transfer the transferred shares of unvested Stock to Purchaser or a current Related Entity of Purchaser. For the purposes of this Purchase Agreement, a Related Entity is any corporation, limited liability company, partnership or similar entity, all of the equity securities of which are owned directly or indirectly by Purchaser;

(b)                                  To a parent, spouse or lineal descendant of Purchaser, transfers by bequest or devise, or to a trust or trusts for the benefit of any of the foregoing; or

(c)                                   Upon the written consent of the Board of Directors of Tree.com;

provided , however , that any above-described transferee or distributee of shares of Stock permitted under this Section 4.2 must have agreed in writing with the parties to this Purchase Agreement prior to the consummation of such transfer to be bound by and comply with all applicable provisions of this Purchase Agreement.

Section 4.3                                       Restrictions on Pledging Stock . At no time during the term of this Purchase Agreement may Purchaser, or any transferee of Purchaser, pledge or hypothecate any shares of unvested Stock to any person.

Section 4.4                                       Termination of Restrictions . The transfer restrictions on the unvested Stock set forth in this Article 4 shall terminate