Marketwatch Com Inc Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2003 TABLE OF CONTENTS
Agreement and Plan of Merger • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
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LIMITED LIABILITY COMPANY AGREEMENT of MARKETWATCH.COM, LLC between CBS INC. and DATA BROADCASTING CORPORATION
Limited Liability Company Agreement • October 13th, 1998 • Marketwatch Com Inc • New York
Common Stock
Underwriting Agreement • November 27th, 1998 • Marketwatch Com Inc • Services-computer processing & data preparation • Maryland
BACKGROUND
Employment Agreement • August 9th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Minnesota
1 EXHIBIT 10.03 CONTRIBUTION AGREEMENT
Contribution Agreement • October 13th, 1998 • Marketwatch Com Inc • New York
BACKGROUND
Employment Agreement • August 9th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Minnesota
RECITALS
Revolving Credit Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • California
LEASE
Lease • October 13th, 1998 • Marketwatch Com Inc • California
RECITALS
Agreement and Plan of Reorganization • July 12th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
Recitals
Voting Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
Recitals:
Affiliate Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
RECITALS
Stockholders' Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California

This Employment Agreement (the "Agreement") is entered into as of March 17, 2003 (the "Commencement Date") by MarketWatch.com, Inc. (the "Company") and Doug Appleton (the "Executive").

MERGER AGREEMENT OF MARKETWATCH.COM, LLC WITH AND INTO MARKETWATCH.COM, INC.
Merger Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
RECITALS
Indemnity Agreement • January 13th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California

This Employment Agreement (the "Agreement"), is entered into as of March 15, 2003 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Joan Platt (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2002 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California

This Employment Agreement (the "Agreement") is effective as of July 1, 2001 (the "Commencement Date") by MarketWatch.com, Inc. (the "Company") and Lawrence S. Kramer (the "Executive"). This Agreement supercedes and replaces all previous agreements with regard to this subject matter.

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RECITALS
Voting and Waiver Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
MERGER AGREEMENT OF MARKETWATCH.COM, LLC WITH AND INTO MARKETWATCH.COM, INC.
Merger Agreement • January 13th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2000 • Marketwatch Com Inc • Services-computer processing & data preparation • California

This Employment Agreement (the "Agreement"), is entered into as of October 2, 2000 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and William Bishop (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2001 • Marketwatch Com Inc • Services-computer processing & data preparation • Minnesota

This Agreement is entered into in connection with an Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of April 28, 1999, by and among MarketWatch.com, Inc., ("MarketWatch"), Big Dog Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of MarketWatch ("Sub"), Charts and certain shareholders of Charts, pursuant to which Sub is to merge with and into Charts, with Charts becoming a wholly-owned subsidiary of MarketWatch (the "Merger"). The date on which the Merger becomes effective will be the effective date of this Agreement (the "Effective Date").

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made as of December 15, 2003, by and among NMP, Inc., a Delaware corporation ("Holdco"), MarketWatch.com, Inc., a Delaware corporation ("Parent"), Pinnacor Inc., a Delaware corporation ("Company"), Maple Merger Sub, Inc., a Delaware corporation ("Parent Merger Sub") and a direct wholly-owned subsidiary of Holdco, and Pine Merger Sub, Inc., a Delaware corporation ("Company Merger Sub") and a direct wholly owned subsidiary of Holdco.

JOINT VENTURE AGREEMENT (this Agreement) made on June 19, 2000 Between: Whereas: It is agreed as follows:
Joint Venture Agreement • November 14th, 2000 • Marketwatch Com Inc • Services-computer processing & data preparation • England
AMENDMENT NO. 1 TO THE VOTING AND WAIVER AGREEMENT
Voting and Waiver Agreement • December 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing

This Amendment No. 1, dated December 15, 2003, amends the Voting and Waiver Agreement, dated as of July 22, 2003 (the "Agreement"), by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc. (the "Company"), CBS Broadcasting Inc. ("CBS") and Pearson International Finance Ltd. ("PIFL"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Agreement.

CONTENTS
Agreement • April 1st, 2002 • Marketwatch Com Inc • Services-computer processing & data preparation

Financial Times, Pearson Internet and the Seller are parties to a joint venture agreement dated 19 June, 2000 governing the relationship of the Seller and Pearson Internet as shareholders in Financial Times MarketWatch.com (Europe) Limited (the JV Agreement).

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • November 14th, 2001 • Marketwatch Com Inc • Services-computer processing & data preparation
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