Thestreet, Inc. Sample Contracts

Between
Rights Agreement • April 2nd, 1999 • Thestreet Com • Services-computer processing & data preparation • Delaware
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TheStreet.com, Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • April 19th, 1999 • Thestreet Com • Services-computer processing & data preparation • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 1999 • Thestreet Com • Services-computer processing & data preparation • New York
YAHOO! INC. LICENSE AGREEMENT
License Agreement • April 19th, 1999 • Thestreet Com • Services-computer processing & data preparation • California
CONFIDENTIAL AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
Interactive Services Agreement • August 16th, 1999 • Thestreet Com • Services-computer processing & data preparation
YAHOO! INC.
Content License Agreement • April 19th, 1999 • Thestreet Com • Services-computer processing & data preparation • California
STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • May 18th, 2018 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • New York

This award is made outside of, and not from, the Company’s 2007 Performance Incentive Plan, (the “Plan”). Nevertheless, this award is subject to the terms and conditions set forth in the Plan, any rules and regulations adopted by the Board of Directors of the Company (the “Board”) or the committee of the Board which administers the Plan (the “Committee”), and this Stock Option Award Agreement (the “Award Agreement”). Unless otherwise defined herein, the terms defined in the TheStreet, Inc. (the “Company”) 2007 Performance Incentive Plan, as amended and restated effective April 14, 2015 (the “Plan”) will have the same defined meanings in this Award Agreement. The Option shall be deemed to be a non-qualified stock option within the meaning of the Internal Revenue Code of 1986, as amended. This award is intended to be granted as NASDAQ inducement grants qualifying for the exception to stockholder approval of stock option grants under NASDAQ rule 5635(c)(4) and, therefore, as a condition t

THESTREET, INC. AGREEMENT FOR GRANT OF NON-QUALIFIED STOCK OPTION
Thestreet, Inc. • May 10th, 2013 • Newspapers: publishing or publishing & printing • Delaware

This letter (the “Letter”) sets forth the terms and conditions of the stock option (“Option”) hereby awarded to you by TheStreet, Inc. (the “Company”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 20th, 2007 • Thestreet Com • Newspapers: publishing or publishing & printing • New York

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of November 15, 2007, by and among TheStreet.com, Inc., a Delaware corporation (the “Company”), TCV VI, L.P., a Delaware limited partnership (“TCV VI”), and TCV Member Fund, L.P., a Delaware limited partnership (“TCV Member Fund” and, together with TCV VI, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Section 1.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2018 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • New York

WHEREAS, Cramer has been employed by the Company pursuant to several prior employment agreements, the most recent of which was dated as of November 14, 2013 and effective as of December 1, 2013, as amended (the “Prior Employment Agreement”; and

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 7th, 2012 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the [___] day of [____________], 20__, between TheStreet, Inc., a Delaware corporation (the “Company”), and [______________] (“Indemnitee”).

THESTREET.COM, INC. AGREEMENT FOR GRANT OF RESTRICTED STOCK UNITS UNDER 2007 PERFORMANCE INCENTIVE PLAN
Thestreet, Inc. • August 5th, 2011 • Newspapers: publishing or publishing & printing • Delaware

This letter (the “Letter”) sets forth the terms and conditions of the grant of Restricted Stock Units (“RSUs”) hereby awarded to you by TheStreet.com, Inc. (the “Company”), in accordance with the provisions of the Company’s 2007 Performance Incentive Plan (the “Plan”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2003 • Thestreet Com • Newspapers: publishing or publishing & printing • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 1, 2002 (the "Employment Agreement"), by and betweenTheStreet.com, Inc., a. Delaware corporation (the "Company"), and James Cramer ("Cramer").

THESTREET.COM, INC. AGREEMENT FOR GRANT OF RESTRICTED STOCK UNITS UNDER
Thestreet Com • February 8th, 2010 • Newspapers: publishing or publishing & printing • Delaware

This letter (the “Letter”) sets forth the terms and conditions of the grant of Restricted Stock Units (“RSUs”) hereby awarded to you by TheStreet.com, Inc. (the “Company”), in accordance with the provisions of the Company's 2007 Performance Incentive Plan (the “Plan”).

The Street June 10, 2019
Letter Agreement • August 6th, 2019 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • New York

As you are aware, TheStreet, Inc. (the “Company”) intends to enter into a sale transaction (the “Transaction”) following which the Company will become a wholly owned subsidiary of TheMaven, Inc. (“Parent”). The purpose of this letter agreement (the “Agreement”) is to memorialize the understanding between you and the Company regarding modifications to your existing employment rights and obligations effective as of, and contingent upon, the closing of the Transaction (the “Closing”). If the Closing is not consummated, this Agreement will be null and void.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2007 • Thestreet Com • Newspapers: publishing or publishing & printing • New York

EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of September ___, 2007 (the “Commencement Date”), by and between TheStreet.com, Inc., a Delaware corporation (the “Company” or “TheStreet.com”), and Thomas J. Clarke, Jr. (“Clarke”).

May 8, 2009 Eric Ashman Brooklyn, NY 11205 Dear Eric,
Letter Agreement • February 8th, 2010 • Thestreet Com • Newspapers: publishing or publishing & printing • New York

This letter agreement (the “Agreement”) sets forth the terms of the termination of your employment with TheStreet.com, Inc. (together with its subsidiaries, the “Company”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 8th, 2019 • Thestreet, Inc. • Newspapers: publishing or publishing & printing

This Amendment No. 1 (this “Amendment No. 1”) to that certain Agreement and Plan of Merger, dated as of June 11, 2010 (the “Merger Agreement”), by and among TheMaven, Inc., a Delaware corporation (“Parent”), TST Acquisition Co., Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and TheStreet, Inc., a Delaware corporation (the “Company”), is made and entered into as of July 12, 2019 by and among the Company, Parent and Merger Sub. All capitalized terms that are used in this Amendment No. 1 but not defined in this Amendment No. 1 shall have the respective meanings ascribed thereto in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER By and Among THEMAVEN, INC., TST ACQUISITION CO., INC. and THESTREET, INC. Dated as of June 11, 2019
Agreement and Plan of Merger • June 12th, 2019 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2019 (this “Agreement”), is made by and among TheMaven, Inc., a Delaware corporation (“Parent”), TST Acquisition Co., Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and TheStreet, Inc., a Delaware corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2005 • Thestreet Com • Newspapers: publishing or publishing & printing • New York

EMPLOYMENT AGREEMENT, dated as of August 1, 2005 (this “Employment Agreement”), by and between TheStreet.com, Inc., a Delaware corporation (the “Company”), and James Cramer (“Cramer”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 7th, 2012 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • Delaware

THIS STOCK PURCHASE AGREEMENT is made as of March 7, 2012 (this “Agreement”), by and between TheStreet, Inc., a Delaware corporation (the “Company”), and Elisabeth DeMarse (the “Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2017 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of November 10, 2017, by and among TheStreet, Inc., a Delaware corporation (the “Company”), and each of those entities (each an “Investor” and collectively the “Investors”) listed on the Schedule of Investors attached as Exhibit A (the “Schedule of Investors”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 6th, 2019 • Thestreet, Inc. • Newspapers: publishing or publishing & printing

This Amendment No. 1 (this “Amendment No. 1”) to that certain Agreement and Plan of Merger, dated as of June 11, 2019 (the “Merger Agreement”), by and among TheMaven, Inc., a Delaware corporation (“Parent”), TST Acquisition Co., Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and TheStreet, Inc., a Delaware corporation (the “Company”), is made and entered into as of July 12, 2019 by and among the Company, Parent and Merger Sub. All capitalized terms that are used in this Amendment No. 1 but not defined in this Amendment No. 1 shall have the respective meanings ascribed thereto in the Merger Agreement.

AMENDMENT NO. 1 to CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 5th, 2011 • Thestreet, Inc. • Newspapers: publishing or publishing & printing

This Amendment No. 1 (the “Amendment”) to the Change of Control and Severance Agreement dated as of June 9, 2009 (the “Agreement”) between TheStreet.com, Inc., a Delaware corporation (the “Company”) and Daryl R. Otte (“Otte”) is entered into by the parties as of March 28, 2011.

Agreement for the sale and purchase of shares in the capital of Management diagnostics Limited
Thestreet, Inc. • March 5th, 2015 • Newspapers: publishing or publishing & printing • England

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereto agree as follows:

SEVERANCE AGREEMENT
Severance Agreement • August 7th, 2015 • Thestreet, Inc. • Newspapers: publishing or publishing & printing • New York

SEVERANCE AGREEMENT (this “Agreement”), dated as of January 26, 2015, by and between TheStreet, Inc., a Delaware corporation (the “Company” or “TheStreet”), and Vanessa Soman (“Ms. Soman” and together with the Company, each a “Party” and collectively the “Parties”).

THESTREET.COM, INC. AGREEMENT FOR GRANT OF RESTRICTED STOCK UNITS UNDER 2007 PERFORMANCE INCENTIVE PLAN
Thestreet, Inc. • August 5th, 2011 • Newspapers: publishing or publishing & printing • Delaware

This letter (the “Letter”) sets forth the terms and conditions of the grant of Restricted Stock Units (“RSUs”) hereby awarded to you by TheStreet.com, Inc. (the “Company”), in accordance with the provisions of the Company’s 2007 Performance Incentive Plan (the “Plan”).

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