Document

Exhibit 10.14
Execution Version
Confidential

EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is entered into on November 5, 2019 so as to be made effective as of December 2, 2019 (the “Effective  Date”) by and among Beacon Street Services, LLC (“Beacon Street”or the “Company”), a limited liability company doing business under the laws of Delaware, S&A Holdings (2013), LLC, a limited liability company doing business under the laws of  Florida (“Holdings”) and Dale Lynch (“Executive”).  Company, Holdings and Executive are collectively referred to herein as the “Parties” and each individually as a “Party.”
RECITALS
WHEREAS, Company provides support services to various publishing entities organized under Holdings which offer various publications, software, media and information services (hereinafter referred to as the “Products”); and
WHEREAS, Company wishes to employ Executive as its Chief Financial Officer, and Executive has agreed to such employment, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements of the Parties herein contained and other good and valuable consideration as provided below, the Parties hereby agree as follows:
TERMS
1.    Executive’s Performance and Understanding.
(a)    During the term of the Executive’s employment under this Agreement, Company shall employ the Executive, and the Executive shall serve Company and Holdings, as the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer (“CEO”) of Holdings.
(b)    The Executive shall perform services and duties (“Services”) at the direction of the CEO which Services shall be typically associated with such position and title held by the Executive.
(c)    While Executive is the Company’s employee, Employee agrees to devote his full business  time and attention to the performance of his duties and responsibilities hereunder. Employee’s principal work location shall be at the offices of the Company located in Baltimore, Maryland.
2.    Compensation.  In consideration of Executive’s performance of the Services, the Company shall compensate Executive as follows:
(a)    Salary.  Executive shall initially receive an annualized salary of  $500,000 (the “Base Salary”).  Base Salary payments shall be payable to Executive in accordance with the normal payroll practices and schedule of the Company, less applicable deductions and withholdings. This 





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Base Salary shall be periodically reviewed by the Board of Managers of Holdings (the “Board”) and adjusted by the Board as the Board deems appropriate in its sole discretion.
(b)    Initial Bonus; Bonus Pool.  (i) Initial Bonus: If Executive delivers a fully executed copy of this Agreement to Company on or before November 8, 2019 and is Continuously Employed by the Company from December 2, 2019 through December 31, 2019, Company will pay Executive a one-time bonus of Fifty Thousand Dollars ($50,000) in one (1) payment, less all required deductions and withholdings (“Initial Bonus”) within thirty (30) days of December 31, 2019; and (ii) Bonus Pool: Beginning with the 2020 Performance Year, Executive will be eligible to participate in the annual executive bonus pool (the “Bonus Pool”), from which annual bonus payments are determined and paid by the Company in its sole discretion, less all required deductions and witholdings.  If Executive has been Continuously  Employed by the  Company through the one-year anniversary of the Effective Date, Company will pay Executive a one-time payment of Two Hundred Thousand Dollars ($200,000), less all required deductions and withholdings within thirty (30) days of the one-year anniversary of the Effective Date, which payment shall set the floor, but not the ceiling, for Executive’s Bonus Pool payment for the 2020 Performance Year.  Executive must be an employee of the Company on the date any Initial Bonus or Bonus Pool payments are made, if any, in order to earn such bonus.
(c)    Holdings Equity Award.  Within ninety (90) days of the Effective Date, Holdings shall grant Executive 5.415 Class B Units, which grant shall become effective on January 1, 2020 (the “Profits Interest”).  The Profits Interest represents approximately 0.5% of the profits interests in Holdings and will be given to Executive pursuant to a grant agreement containing such terms and conditions as Holdings shall deem appropriate in its sole discretion.  Executive acknowledges that such grant is intended to be a profits interest within  the meaning of IRS Revenue Procedures 93-27, 1993-2 C.B. 343, and 2001-43, 2001-2 C.B. 191.
(d)    Definitions.  As used in this Agreement, the following terms shall have the following meanings:
i.    “Affiliate” or “Affiliated” of or with any specified entity or Person means any other entity or Person controlling, controlled by or under common control with such specified entity or Person.  For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of any specified entity or Person, whether through the ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any other entity or Person owns a majority or more of the voting capital stock or other ownership interests, directly or indirectly, of such specified entity or Person.
ii.    “Cause” means any of the following:  (i) Executive’s repeated and gross failure to perform his material duties under this Agreement, after written notice of such non performance has been given by Company to Executive with thirty (30) days to cure such non performance; (ii) use of illegal drugs by Executive; (iii) Executive’s commission of a felony, a crime of moral turpitude or a misdemeanor involving fraud or dishonesty (for avoidance of doubt, a single driving while intoxicated (or other similar charge) shall not be considered a felony or crime of moral turpitude); (iv) Executive’s perpetration of any act of fraud or material dishonesty against or affecting the Company or Holdings, any of their Affiliates, or any customer, agent or employee thereof; (v) 
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Executive’s material breach of any fiduciary duty or material breach of this Agreement or any other contractual duty to, written policy of, or written agreement with the Company, which breach is not cured or corrected within 30 days of written notice thereof from the Company or Holdings, except for breaches of Section 4 of this Agreement, which cannot be cured and for which the Company or Holdings need not give any opportunity to cure; (vi) Executives repeated insolent or abusive conduct in the workplace, including but not limited to harassment of others of a racial or sexual nature after notice of such behavior; (vii) Executive knowingly taking any action which is intended to materially harm or disparage the Company or Holdings, their Affiliates, or their reputations, or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or Holdings, or any of their Affiliates; or (viii) Executive knowingly engaging in any act of material self-dealing without prior notice to and consent by the Board.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.
iii.    “Continuously Employed” means the absence of any interruption or termination of the Services provided by Executive to the Company.
iv.    “Good Reason” means, without Executive’s consent: (i) material breach of this Agreement by either the Company or Holdings: (ii) a requirement that Executive relocate his primary place of employment to a geographic location outside of a seventy-five (75) mile radius from the Company’s location as of the Effective Date unless agreed to by Executive in writing; or (iii) a reduction in Executive’s annual base salary in a percentage greater than concurrent base salary reductions for similarly-situated executives; provided, however, that a resignation will be a resignation for Good Reason only if Executive shall have first provided written notice of the condition constituting Good Reason to the Board no later than sixty (60) days after Executive knew or should have reasonably known given his position with the Company of the existence of the condition and the Company or Holdings shall have failed to cure such condition within thirty (30) days of the Boards receipt of notice.
v.    “Performance Year” means the calendar year during which the Executive’s performance is measured for the purpose of allocating a share of the Bonus Pool to Executive’s annual bonus, as determined by the Company in its sole discretion.
vi.    “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether federal, state, county, city or otherwise and including any instrumentality, division. agency or department thereof), including any group of Affiliated Persons.
(e)    Expenses.  The Company shall reimburse Executive for any reasonable travel and other out-of-pocket expenses incurred by Executive in the performance of his obligations hereunder, including travel, cell phone, dining and entertainment, and similar expenses; provided that such expenses shall have been documented and submitted in accordance with the regular reimbursement procedures and practices of the Company in effect from time to time.  Travel expenses will be reimbursed within thirty (30) days of delivery of an expense report and applicable receipts.
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(f)    Benefits. Executive  shall  be  eligible  to participate  in  all individual  and  group medical, dental,  disability,  life  insurance, accidental death,  savings, retirement and/or 401k plan and all  other fringe  benefits  and executive  perquisites generally provided  to  employees and/or other executives  of the Company  similar  to Executive  on  terms and  based on  any required employee contributions no less favorable to  Executive  than as apply to other  such  employees and similar executives  generally.   Executive is entitled to four  (4)  weeks’ paid  vacation during each calendar  year,  with  the scheduling  of such vacation to be  determined in  accordance with the Company’s  vacation  policies as in effect  from time to time.   If Executive  does not take the full vacation  available in  any year, the unused vacation  may not be carried over to the next calendar year, and Executive will  not be compensated for it.
3.    License Grant.
(a)    Executive hereby grants to Company and its affiliates the right to trade off Executive’s name, reputation, likeness and background in promotional material aimed at marketing the Products to potential and current subscribers, as well as at seminars, conferences and any related events, during the term of this Agreement and for a period of five (5) years following the termination or expiration of this Agreement; provided, however, that in no event does  this  Agreement authorize Company  or  any of  its affiliates to use Executive’s name, reputation, likeness and background in any manner that is negative or detrimental to Executive.
(b)    Executive agrees that all intellectual property, including copyright and  trademark, produced under this Agreement is  considered work  for hire and therefore  is the sole  property of Company and/or its affiliates.
(c)    Executive agrees that all designs, trademarks, discoveries, formulas, processes, techniques, strategies,  trade secrets, inventions, improvements,  copyrightable works.  and/or  the like, including all rights to obtain, register,  perfect  and enforce these proprietary  interests,  that Executive may solely or jointly develop, conceive, or reduce to practice or author, in whole or in part,  during  Executive’s employment or association with Company or  its affiliates that  relate to his employment or association or are aided by the use of time, material,  or facilities of Holdings, Company  or their affiliates, whether or not during normal working hours, (“Inventions”) are the sole  and  exclusive  property of Company and/or its affiliates  and  are  considered works  for  hire under the  U.S. Copyright Act, including. but not  limited  to, as a contribution to a collective work, as a part of a motion picture or other audiovisual  work, as editorial copy, as a translation, as a supplementary work,  as a compilation, as an instructional text, as a test,  as answer material for a test, as an atlas or as any other  applicable  category.  Without compensation, Executive  hereby assigns to  Company his entire right, title,  and interest  in  and  to  the Inventions,  and  agrees to execute  all documents and take all other actions deemed necessary by Company  to protect its rights  in  any such Inventions, including to vest Company or its  designee  with  sole  ownership of all Inventions. Executive represents  and warrants that his development and use of the Inventions will not infringe, misappropriate or otherwise violate any intellectual property rights of any third party (including without  limitation any of Company’s former  employers) or any duty owed by Company to  any third  party  (including without  limitation  any of Company’s  former employers).   To the extent allowed by applicable law, all  rights to Inventions include all rights of paternity,  integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent  Executive retains 
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any such Moral  Rights under applicable  law, he hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by Company and agrees not to assert any Moral Rights with respect thereto.  Executive  will confirm any such ratification,  consent  or agreement from time to time as requested by Company. Executive shall return all tangible evidence of such  Inventions, including, but  not  limited  to, any  papers,  lists,  books,  files, and  computer diskettes or CDs, to Company prior to or at the termination of this Agreement or extensions thereof, if any, with or without Company’s request, or upon Company’s written request.
4.    Non-Compete and Confidential Information.
(a)    Unless otherwise agreed to by the Board, Executive hereby agrees and covenants that he will  not (i) write or contribute to the publication of any financial material, or (ii) directly  or indirectly, engage in any business on behalf of himself or any other person,  and  whether as an owner, director, officer, employee,  or consultant, which could  be deemed  competitive with the Products or other products owned by Company or Holdings or any of their Affiliates (hereinafter, “Compete”) while he is an employee  of Company  and for a period of two (2) years following the termination of  such  employment; (the “Non-Compete Term”); provided.  however,   that   if Executive resigns for Good Reason or is terminated  by the Company without Cause, then the Non-Compete Term shall expire  upon such resignation or termination of employment.  Any  financial writing for a financial newsletter and/or Internet-related   financial  product  is  deemed per  se competitive.
(b)    During the Non-Compete Term, Executive also will not, directly or indirectly:
i.    induce or encourage  any  employee or  independent contractor of Holdings, Company or their affiliates to leave or reduce such employment or engagement, whether such employment or engagement is pursuant to a contract or at will, or, on his own behalf or on behalf of any person or entity, employ or engage in any capacity any former employee or  independent contractor of Holdings, Company or their affiliates, unless such former  employee or independent contractor will have ceased to be so employed  or engaged by Holdings, Company or their affiliates for a period of at least one (1) year immediately prior to such employment or engagement; or
ii.    on his own behalf or on behalf of any person or entity, solicit or call upon, or attempt to  solicit or call upon, any  customer of Holdings,  Company or their affiliates  (as of the date of termination of this Agreement), for the purpose of selling or providing any product  or service which is competitive with any of the products owned, sold, managed or  distributed  by Holdings, Company or their affiliates.
(c)    Confidential Information.  Executive acknowledges and agrees that Holdings, Company and any of their Affiliates, in the course of performing their business activities, acquire and develop Confidential Information (as defined below) that provides them with a business advantage and that Executive will be provided with such Confidential Information during his association with Holdings, Company and any of their Affiliates. Executive agrees that he will not, directly or indirectly, at any time during or after  the Term  of this Agreement,  use (whether on his own behalf or on behalf of any other person or entity) or disclose (to  any  person or entity) any Confidential Information, except as may be required by law or necessary in the performance of his duties for  Holdings, Company or any of their Affiliates during the Term.  “Confidential
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Information” means all confidential, proprietary, and non-public information (whether  in written, electronic, or other form) of Holdings. Company or any of their Affiliates or third  parties with whom Holdings, Company  or any  of their  Affiliates do business (including  without limitation investors, sources of investment capital,  and suppliers of Holdings,  Company  or any of their Affiliates),  including without limitation the  following information  of Holdings, Company or any of their Affiliates: trade secrets: business information; track record information; books  and records used to calculate  and present track  record  information;  information regarding the assets and affairs of  Holdings,  Company or any  their Affiliates;  financial information;  operating  methods  or strategies; portfolio holdings and performance;  marketing plans or strategies; competitive  know-how; processes; forecasts; investor lists or  other investor-related information of any kind; subscriber lists or other subscriber-related information of any kind, and any other information of a similar  nature  not  already  in  the  public domain. Confidential  Information also includes any information that  becomes publicly available as a direct or indirect result of Executive’s breach of this Agreement or other obligation to Holdings, Company or any their Affiliates. Notwithstanding anything to the  contrary in  this  Section 4(c), the  provisions in  this  Section  shall not apply  to information  that:  (1) is  in   the  public  domain   at  the time of  disclosure  by Executive  or  is subsequently  made  available to the general  public through no violation  of this Section 4(c)  by Executive; (2) is independently developed by Executive without use of or  reference to  the Confidential  Information; (3) is disclosed with the prior written consent of the Holdings, Company or any of their  Affiliates; or (4)  is required to be disclosed by law or  by regulatory, judicial  or arbitration process.  Executive  will take   all  reasonable and necessary precautions   to  prevent disclosure  of Confidential  Information  to  unauthorized persons  or entities. Executive  further agrees to immediately notify the Holdings, Company or any of their Affiliates if he becomes aware that Confidential Information has been improperly used or disclosed.  In the event  Executive is requested  or required (by oral questions, interrogatories, requests for Confidential  Information or documents  in a court or administrative proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Executive will, to the extent permitted under  applicable  law. (i) immediately (and prior to such disclosure) notify the  Company  by providing notice  to the Company cooperate with Company (at Company’s  sole expense) in any efforts  by  them to oppose such disclosure,  and (ii)  will  disclose   only that portion of the Confidential Information that is legally required to be disclosed and exercise reasonable efforts to ensure that such  Confidential  Information  will  be afforded confidential  treatment.  Executive acknowledges and agrees that Executive has not, and will not, acquire any right, title or interest in or to any of the Confidential  Information.
Under the Defend Trade Secrets Act  of 2016, the Company hereby provides notice and Executive hereby acknowledges that Executive may not be held criminally  or civilly liable under any federal or state trade secret  law for the disclosure of a trade  secret  that (i) is made (A)  in  confidence  to a federal, state, or local government official, either  directly or indirectly, or to an attorney and (B) is solely for the purpose  of reporting or investigating  a suspected violation of law; or (ii)  is made in a complaint or other  document filed in a lawsuit or other  proceeding,  if such filing  is made under seal.
5.    Warrants, Covenants, Indemnity and Forfeiture.
(a)    Executive hereby warrants and covenants that  any editorial or promotional work produced under this Agreement by him shall not knowingly violate  or infringe any copyright(s) 
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and shall not knowingly contain anything libelous or otherwise contrary to the law. Executive also covenants and agrees to undertake best efforts to comply with any and all internal securities trading (such Securities and Cryptocurrencies Trading Policy attached hereto as Exhibit A to  be executed by Executive concurrently with  this  Agreement), customer relations (such  Customer  Relations Policy  attached hereto as Exhibit B to  be  executed by Executive concurrently with this Agreement), information barrier, and similar policies of the Company.
(b)    Each of the Parties shall each have the right to take legal action against an unrelated third party in the event of any infringement or violation of the rights of the Party and each shall be solely responsible for its expenses in  such suit.  However, the Company agrees to provide  a legal defense (including  the payment of legal fees and  any court ordered damages that are assessed against   Executive)  for   legal   claims   asserted  against  Executive   arising  out   of   Executive’s employment with Company, unless such actions are in  violation   of this Agreement,  applicable policies of the Company or Holdings, or applicable law.
(c)    Executive shall indemnify and hold  harmless  Holdings, Company   and  their Affiliates for any losses resulting from a willful and intentional breach in bad faith of the warranties and covenants by Executive in Sections 3, 4 and 5, including reasonable attorney’s costs, suffered by Holdings, Company and/or their Affiliates.  The Parties agree that the foregoing representations, covenants and indemnity by Executive shall not extend to any editorial, marketing or promotional  materials  Holdings or Company provides  to Executive so  long as Executive’s presentation of such  material  is  consistent with the warranties and covenant described in Section 5(a) above.
(d)    Executive  represents and warrants to the Company that: (i) Executive has the  full power and authority to enter into this Agreement and to incur and perform Executive’s obligations hereunder; and (ii) the execution, delivery  and performance by Executive of this Agreement does not conflict with  or result in  a breach  or violation  of or constitute a default  under (whether immediately, upon the giving of notice or lapse of time or both) any agreement or instrument to which Executive is a party or by which Executive may be bound or affected.
(e)    The Company represents and warrants to Executive that:  (i) it is  duly organized, validly existing and in good standing under the laws  of the State of Maryland, with the  requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted;  (ii)  it  is  duly qualified  to conduct business and  is  in   good standing as  a  foreign corporation or other entity in each jurisdiction in which  the nature of the business  conducted or property  owned  by it makes qualification necessary;  (iii) it  has full  power and  authority to enter   into  this Agreement  and  to  incur and perform   its  obligations  hereunder;   and  (iv)  the execution,  delivery and performance  by the Company of this Agreement does not conflict with or result in a breach or violation of or constitute a default under (whether  immediately,  upon the giving of  notice  or lapse  of time or both) the  articles  of organization,  bylaws,  or operating agreement of the  Company, or any agreement or instrument to which the  Company  is a party  or by which the Company or any of its properties may be bound or affected.
(f)    Holdings represents and warrants to Executive that:  (i) it is duly organized, validly existing and in good standing  under the  laws of the State of Florida, with the requisite power and authority to  own and  use its properties and  assets  and to  carry  on  its  business  as currently 
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conducted; (ii)  it is  duly  qualified  to  conduct  business and  is  in  good  standing  as a  foreign corporation or other entity  in each jurisdiction  in which the nature of the business  conducted or property owned by it makes such  qualification   necessary; (iii)  it has full  power and authority to enter into this  Agreement and to  incur and perform its  obligations  hereunder; and (iv) the execution, delivery and performance by Holdings of this Agreement does not conflict with or result in a breach or violation of or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) the articles of organization,  bylaws, or operating agreement of Holdings, or any agreement or instrument to which  Holdings is a party  or by which Holdings or any of its properties  may be bound or affected.
6.    Term and Termination.
(a)    Term.  Unless terminated earlier pursuant to the terms of this Agreement, Executive’s employment hereunder shall  be effective as of the Effective Date, shall continue for ten (10) years  after  the  Effective Date  (the “Initial Term”), and shall  automatically  renew  for additional  one (1) year renewal  periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”); provided, however, at any time within one hundred eighty (180) days prior to the expiration of the Initial Term or any subsequent Renewal Term. any Party may (1) request the other to negotiate the terms of a renewal of this Agreement or (2) elect not to renew the Agreement by providing written notice to the other Parties. Notwithstanding the foregoing. none of the Parties shall be obligated to renew this Agreement beyond the Initial Term or any  subsequent Renewal Term, as applicable.
(b)    Termination.  Any Party may terminate Executive’s employment at any time in accordance with the applicable provisions herein, provided that: (i) the Company  shall  provide  Executive sixty (60) days prior written  notice in the event the Company terminates  Executive without Cause; or (ii) Executive shall provide the Company  with ninety  (90) days  prior  written notice before terminating  his employment,in which case, for the avoidance of doubt, the Company may relieve Executive of some or all of his duties (which shall not trigger Good Reason) during such 90-day notice period provided that the Company pays Executive  his salary, bonuses, benefits and any compensation due to Executive for the portion  of the notice period that is waived. Upon termination of Executive’s employment, for any reason, he shall receive any unpaid  Base  Salary through the date of termination and reimbursement for  any expenses incurred  through the date of termination pursuant  to Section 2(f) along with any benefits  through such date.
i.    If during the applicable Performance Year, Company terminates the Executives employment for any reason other than for Cause (including due to Executive’s disability) or Executive dies, then Executive shall receive a prorated  bonus, as applicable, based on the  date of termination or death occurring  in the applicable Performance Year.  If during the applicable Performance Year. Executive resigns without Good Reason or Company terminates the Executive’s employment for Cause, then Executive  shall not receive and Executive  shall not be entitled to any  bonus, nor any portion thereof.
ii.    Any Profits Interests rights granted to Executive by Holdings that are unvested as of the date on which Executive’s employment terminates shall automatically be forfeited and Executive shall have no further rights with respect to such award.
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iii.    Executive acknowledges and agrees  in  the  event  that   Executive  breaches Section 4 of this Agreement,  such breach shall constitute  grounds for  termination of Executive's employment for Cause.  If Executive  breaches Section 4 and such breach either (1)  results  in the termination of Executive’s employment with the Company or (2) occurs following the termination of Executive’s employment with the Company. then  the following shall occur: all compensation and benefits otherwise  payable pursuant to this Agreement and the vesting and/or exercisability of applicable  bonuses, Profits Interests,  and  other forms of compensation  previously awarded to Executive,  shall immediately  cease; and any and all Profits Interests in  described  herein shall be immediately forfeited by Executive.
iv.    In  the event that  before  the third anniversary of the Effective  Date (a) the Company terminates the Executive's employment for any reason other than termination for Cause, (b) there  is a Change in Control  of the Company  that  results  in the Involuntary Separation from Employment of the Executive by the Company or its successor,  or (c) Executive resigns for Good Reason, then the Executive shall have the following rights and benefits subject to Executive’s execution, delivery and non-revocation of a general  release of claims in a form approved by the Company: (1) Executive shall be entitled to any unpaid salary, bonuses, benefits and any compensation due to Executive through  the date of termination of employment and reimbursement for any expenses incurred before such date pursuant to Section2(f); and (2) Executive shall receive one (1) year of Base Salary less applicable deductions and withholdings which shall be paid pursuant to the terms of the Company’s regular payroll schedule, and the extension of Executive’s benefits (excluding vacation time and paid time  off)  for a period of one (1) year following the date of termination.  For the purpose of this Section 6(b)(iv), the following definitions shall apply:
A.    “Involuntary Separation from Employment” shall be defined as either: (i) termination without Cause; or (ii) a reduction in Executive’s title, responsibilities or authority (unless agreed to  in advance by Executive in writing) resulting from duplication of the Executive’s position by another equivalent executive employed by the Company.
B.    “Change  in Control” shall be defined as (i) the sale of all  or substantially all of the assets   Holdings: (ii) any  merger or acquisition of Holdings with, by or into another corporation,  or (iii) any change of ownership of more than fifty percent (50%) the equity interests in Holdings in one or more related transactions. Notwithstanding the foregoing, for purposes of this Section, the following shall not be considered a Change in Control:  (x) the completion of a public offering of the equity interests  of Holdings or  any  change  in the composition of the Board or the Board of Directors of Holdings within one (1) year  following such public offering:  or (y) the merger  of Holdings with, by or into another corporation or a sale of fifty percent (50%) or more of the equity  interests in Holdings   in one or more related transactions  where the ability to elect the Board of Directors  of Holdings or determine the strategic direction of Holdings is retained by the current equity holders of Holdings or a portion thereof.
7.    Assignment of Agreement.  Executive’s services and functions are considered unique. This Agreement  or  any rights or obligations  herein may not be assigned or otherwise transferred by 
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Executive to any other party  without  the prior written  consent of Company and Holdings, which consent shall not be unreasonably withheld.
8.    Indemnification; Insurance.  During Executive’s employment and thereafter, the Company shall indemnify and hold Executive harmless against any costs or expenses (including attorneys’ fees), judgments, fines, penalties, losses, claims, damages or liabilities  incurred  in connection with any claim, action, suit,  proceeding or  investigation,  whether civil,  criminal,  administrative  or investigative,  by reason of the fact that  Executive   is or was a Board member,  manager,  director, officer, employee or agent of the Company or any Affiliate, whether asserted or claimed prior to, at or after the date of Executives termination of employment, to the fullest extent permitted under applicable law and on a basis  no less  favorable than  what is provided to any other continuing officer or director of the Company; provided, however, that Executive acted in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company; or was acting in good  faith  reliance  upon the  records of the Company, including its financial statements, or upon information, opinions,  reports or statements furnished  to  Executive  by  the Board, officers or employees of the Company, or Holdings, or any of their Affiliates in the course of their duties,  or by committees of the  Board, or by any other person (including legal counsel, accountants and financial advisors) who has been selected with reasonable  care by or on behalf of the Company  or Holdings  or  any of their Affiliates; or in the case  of a criminal proceeding  or claim, had no reasonable cause to believe Executive’s conduct was unlawful.  During Executive’s employment and thereafter, Company shall provide Executive with  coverage under a policy of directors’ and officers’ liability insurance that provides Executive with coverage on the same basis as is provided  for the Company’s continuing officers and directors from  time  to time, in the event Company decides to obtain such coverage.
9.    Integration, Amendments and Modifications.  This Agreement sets forth the entire agreement among the  Parties hereto with respect  to the subject matter herein and supersedes all prior and contemporaneous understandings,  agreements  representations  and  warranties, both written and oral, with respect to such subject matter.  The Parties mutually agree that the  Agreement can be specifically  enforced in court and can be cited as evidence  in legal proceedings  alleging breach of the Agreement.  This Agreement may not be amended or modified except by a writing duly executed  by the Parties hereto.
10.    Confidentiality.  The Parties agree that this Agreement is confidential and, except as otherwise required  by law or court order, no party shall disclose the terms herein to anyone, including any employee of Company or Holdings. Notwithstanding  the foregoing, Company may disclose the terms of this Agreement to senior management of Company and Holdings. Executive may disclose this contract to his immediate family member  and  his  legal  and  financial representatives provided such disclosures are  protected by professional codes of conduct or signed confidentiality agreements.
11.    Severability; Provisions Subject to Applicable Law.  All provisions of this Agreement shall be applicable only to the extent that they do not violate  any applicable law.  If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, such provision will be enforced  to the maximum extent permissible and the remainder of the Agreement  will remain in full force and effect according to its terms.
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12.    Arbitration.  The Parties agree that  any dispute arising from or relating to this Agreement, or the breach thereof,  shall  be submitted  to  the American  Arbitration Association (“AAA”)  for binding arbitration to take place in Baltimore, Maryland before a single arbitrator under the rules of the AAA Employment  Arbitration Rules and Mediation Procedures,  and the  decision of the arbitrator shall be final and binding upon the Parties.   Notwithstanding the foregoing,  in the event of any Party’s breach  of any of the covenants set forth in Sections 3, 4, 5 or 8, a Party shall have the right to obtain injunctive relief from any federal or state  court of competent jurisdiction located within Baltimore County, Maryland  and will not be required to arbitrate any claim for the breach of such  Sections.  Accordingly. except as provided in the  prior sentence, the Parties  will not be permitted to pursue  court action  regarding claims that are subject  to arbitration.
13.    Governing Law; Venue.  This Agreement  and the rights  and obligations of the Parties hereto shall  be governed, construed, interpreted and enforced in accordance with the  laws of the State of Maryland, without giving effect to the principles of conflict of laws.  The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of the federal or state courts located within Baltimore County, Maryland in the event that (1) a Party seeks injunctive relief with respect to a breach of any of the covenants set forth in Sections 3, 4, 5 or 8 or (2) a Party seeks to enforce an arbitration award. In the event of a breach of the covenants set forth in Sections 3, 4, 5 or 8, the Parties agree that, in  addition to any other remedies available at law or equity, a Party may file litigation against  another Party seeking specific performance  and temporary and/or preliminary injunctive relief, enjoining or restraining such breach, and the Parties consent to the issuance of such injunctive relief without bond. The Parties agree that if a Party initiates litigation seeking to enforce an arbitration award, the Party initiating such litigation shall be entitled to recover from the  other  Party  reasonable  attorney’s fees and costs  incurred  in  such  litigation,  including  all reasonable and necessary attorneys fees and costs arising from a successful appeal. The Parties consent  to  the  personal  jurisdiction  of  such  courts and thereby waive:  (a) any  objection  to jurisdiction  or venue; or (b) any defense claiming lack of jurisdiction or  improper venue, in any action brought in such courts.
14.    Section 409A.
(a)    The intent of the  parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)  and the regulations and guidance  promulgated thereunder  (collectively “Section 409A”) and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents  in any manner that establishes an exemption from (or compliance with) the requirements of Section 409A.  If for any reason, such as imprecision in drafting. any provision of this Agreement (or of any award of  compensation, including, without limitation,  equity compensation or benefits) does not accurately reflect  its intended  establishment of an exemption  from (or compliance with) Section 409A, as demonstrated by  consistent interpretations or other evidence of intent, such  provision shall be considered  ambiguous as  to its exemption from (or compliance  with)  Section 409A and shall be  interpreted  by the Company in a manner  consistent with such intent, as determined in the discretion of the Company.
(b)    A termination of employment shall not be deemed to have occurred for purposes of any  provision  of this Agreement providing for the  payment  of any amounts or benefits  that  are considered nonqualified deferred compensation under Section 409A upon or following a 
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termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes of any such  provision of this Agreement,  references to a “termination,” “termination of employment” or like terms shall mean “such a separation from service.”  The determination  of whether and when a separation  from service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the  Treasury Regulations.
(c)    For purposes of  Section  409A, Executive’s right to receive any installment payments shall be treated as a right  to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of  days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within  the specified period  shall be within  sole discretion of the Company.  In no event may the Executive, directly or  indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Section 409A.
(d)    If Executive is a “specified employee” (as that  term used in Section 409A) on the date the separation from service becomes effective and the  payment of the amounts under this Agreement  payable    upon  a   separation compensation,  the payment of which would  result in additional taxes or penalties  under Section 409A, then such payments  shall be delayed until the first business day following the six (6)-month anniversary of the date the separation from service becomes effective,  but only to the extent necessary  to avoid such additional taxes or  penalties under  Section 409A. On  the first  business day following the six (6) month anniversary of the date the  separation from service  becomes effective, the Company shall pay Executive in a lump sum the aggregate value of the nonqualified deferred compensation  that the  Company otherwise would have  paid prior to that  date  under this Agreement.
(e)    The provisions of this Agreement are intended to be exempt from or otherwise comply with Section 409A and will be operated and administered in accordance with such intent.
15.    Waiver.  No waiver by the  Parties of any breach by a Party hereto of any condition  or provision of this Agreement to be performed by such Party shall be deemed a waiver of any similar  or dissimilar provision or condition at the same  or any prior or subsequent time, nor shall the failure of or delay by a Party in exercising any right, power,  or privilege hereunder  operate  as a waiver thereof to  preclude  any other  or  further  exercise thereof or the exercise  of any  other such right, power or privilege.
16.    Survival.  Notwithstanding anything to the contrary  in this  Agreement,  Sections 2, 3, 4, 5, 6(b), 8 and 10 through 24 will survive the termination of Executive’s employment and the termination or expiration of the Term, as shall all other Sections herein that by their nature contemplate survival beyond the termination of Executive’s  employment with the Company.
17.    Notice.  Any  notice, demand,  request or other communication which Executive or Company may be required to give the other Party hereunder  shall be in writing, shall be effective and deemed received  the following business day when  sent by overnight mail, upon transmission 
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if sent by e-mail, or the third business day after deposited in first class United States mail, postage prepaid.  The current contact information  for each Party is:
For Company:
Mark Arnold
Chief Executive Officer
1125 N. Charles Street
Baltimore, MD, 21201 
Email: marnold@stansberryholdings.com
With a copy to:
Gary Anderson
General Counsel
1125 N. Charles Street
Email: ganderson@beaconstreetsenrices.com
For Executive:
Dale Lynch
9648 Maymont Drove
Vienna. Virginia 22182
Email: rdlynch1764@gmail.com
18.    Headings.  The headings used in this Agreement are solely for convenience of reference and shall not affect its interpretation.
19.    Construction.  The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against   drafting Party shall not apply in the interpretation of this Agreement.
20.    Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute  one  instrument.
21.    Prevailing Party. In the event any  dispute arises  out of or  relating to  this Agreement, whether in law or equity,the prevailing Party shall be entitled  to recover,  in addition  to the relief awarded, its reasonable  attorneys fees, paralegals’ fees and costs, at all levels  whether pursuant to an arbitration proceeding, at trial, on appeal, or in bankruptcy.
22.    Specific Performance.  The  Parties  agree  that   irreparable  damage   would  occur   if any provision of this Agreement  were  not performed  in  accordance  with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other  remedy to which they are entitled  at law or in equity.
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23.    Further Assurances.  If any further action is necessary or desirable to carry out the purposes of this Agreement, each Party agrees to take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party.
24.    Signature.  A signed copy transmitted via e-mail or an electronic signature is  presumed authentic and will be accepted as an original unless shown to be invalid by the other Party. This Agreement may be executed in two or more counterparts, each of which counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS  WHEREOF,   the Parties have duly executed  this Agreement  so as to be made effective as of the Effective Date.
															
	Beacon Street Services, LLC	
					
					
	By:	/s/ Mark Arnold	
					
		Name:	Mark Arnold	
					
		Its:	Authorized Agent	
					
					
					
					
	S&A Holdings (2013), LLC	
					
					
	By:	/s/ Mark Arnold	
					
		Name:	Mark Arnold	
					
		Its:	Authorized Agent	
					
					
					
					
					
	/s/ Dale Lynch	
	Dale Lynch	


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EXHIBIT A - SECURITIES AND CRYPTOCURRENCIES TRADING POLICY
This  Securities  and  Cryptocurrencies Trading Policy (the  “Policy”) applies  to  all   employees  and independent contractors of the Company.   For purposes of this Policy, the term “securities” includes all digital assets, cryptocurrencies and “utility tokens,” as well as derivatives (e.g.,  options and futures)  on securities  and cryptocurrencies.
NO PERSONALIZED ADVICE
•    You may not give personalized investment advice to customers of the Company.
•    You may not engage  in  discussions  about securities or cryptocurrencies  with any  individual customer.
•    You  may  address  customer service issues that do  not involve  recommending securities  or cryptocurrencies.
EDITORIAL PROCESS
Special restrictions apply to writers (including editors,  any member of the editorial  team, copywriters, and any other employees  or independent contractors) involved in selecting securities or cryptocurrencies for recommendations  for publication or promotion.  The Policy  for writers and other such individuals is as follows:
•    You may  not  participate in the selection of a security  or cryptocurrency recommendation  for publication in which you have a direct or indirect interest.
•    You may not purchase  a security while  it is an open recommendation for subscribers if you participated in the selection  of that security or cryptocurrency recommendation.
For all employees and independent contractors of the Company who are aware of unpublished security and cryptocurrency recommendations:
•    You may  not take  a benefit of any kind in exchange  for passing on knowledge  of an upcoming,  unpublished  recommendation by the Company to a third party.
PERMISSIBLE & PROHIBITED TRADING
Because the Company and  its affiliates publish  a wide variety of financial  information, it is unrealistic to expect that all employees and  independent contractors ensure  that they are not invested in any  unpublished recommendation to purchase or sell a security. However, to the extent that such information is known by you, you are expected to abide by the following restrictions:
•    You must wait a full 24 hours after a published securities or cryptocurrency recommendation is posted  by  Company on the  Internet before trading based on the  security or  cryptocurrency recommendation,  so  as  to  allow  our  readers a reasonable first opportunity  to  trade  on  our recommendation.
•    Similarly,  you may not increase your holdings  in any security  or cryptocurrency  based  upon knowledge obtained in the course of your employment/engagement with Company  that Company intends to publish a new buy recommendation, such as an editorial instruction  to “buy more” or a promo that will more widely disseminate existing “buy” instructions.
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•    Likewise,  you may not decrease  your holdings  in  a  security  or  cryptocurrency  based  upon knowledge obtained in the course of your employment/engagement with Company that Company intends to publish a new sell recommendation, such as an editorial instruction to “sell” or a promo  that will more widely disseminate existing “sell”  instructions.
EXEMPTIONS
The above Policy restrictions do not apply to the following securities, cryptocurrencies  and other assets which may be traded at any time by any Company employee or independent contractor, including writers:
•    Mutual  funds (including  ETFs),  money market  funds and  unit investment  trusts  invested exclusively in one or more mutual funds;
•    Educational  savings  plans (i.e., 529 plans); 
•    Futures and options on broad-based securities indexes (e.g., S&P 500 futures);
•    Accounts  managed  by  an independent  third party without prior input from  an employee  or independent contractor  of the Company  (i.e., managed by an investment  adviser acting with discretion);
•    Automatic transactions (e.g., reinvested dividends);
•    Bitcoin;
•    Ethereum; and
•    Investments in  physical  commodities, such as precious metals (e.g.,  coins, although the Policy applies to options on gold), silver, currency or real estate (e.g., a hard asset like a house, although it would apply to a REIT).
The Company may add to the list of securities and cryptocurrencies exempt from this Policy from time to time, through e-mail or other written communications to employees and independent contractors.
The Company will not condone, and does not wish to be accused of condoning, any of the above-mentioned prohibited practices.  The Company will not assist any employee or independent contractor who violates this Policy, and the Company and/or its affiliates may serve as a witness against a violator.
I have read and understand the Securities and Cryptocurrencies Trading Policy. I shall comply with the above stated policy and all securities regulations.
																		
	Signed:	/s/ Dale Lynch		Date:	11/5/19	
						
						
	Print Name:	Dale Lynch				


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EXHIBIT  B-CUSTOMER RELATIONS POLICY
This Customer Relations Policy (the “Policy”) applies to all employees and independent contractors of the Company. The purpose of this Policy is to avoid any perception that you, as a representative of the Company, are engaging in  communications in  your capacity as a representative  of the Company  or otherwise for compensation for the purpose of providing individualized investment  advice to any  person (“Customer”).  Exceptions to this Policy are addressed below.
This perception  alone – even without  the commission  of any violative act – endangers the Company’s essential qualification  for the “publisher’s  exclusion”  and therefore strict adherence  to this Policy is required,  The Company’s  ability to rely upon the publisher’s exclusion relies upon, among other things, communications from the Company/Company personnel regarding securities  and any other investments1 (collectively, “Securities”) remaining entirely impersonal and not tailored to any individual’s (or specific group of individuals’) circumstances.
If you have any questions or concerns regarding this Policy, please contact the Company’s legal department.
CORRESPONDENCE
You are not at any time for any reason to correspond with any Customer for the purpose  of providing investment-related advice that is tailored to the individual needs of a specific individual or group. Prohibited correspondence  activities in this regard include, but  are  not limited to, the following examples:
a.    Sending an e-mail/letter to a Customer which relates  to, or has the potential  to  relate to, an individualized, investment-related advice topic;
b.    Engaging in a phone conversation with a Customer which  relates to, or has the potential to relate to, an individualized, investment-related advice topic; 
c.    Meeting  or speaking with a Customer regarding an individualized,  investment-related advice topic;
d.    Communicating  with  a  Customer  through a  customer service representative  regarding  an individualized, investment-related advice topic (for example, this means that you may  not write a response to a Customer over e-mail and have a customer service representative forward your response to the Customer, nor may you receive a Customer inquiry e-mail from a customer service representative and then respond directly  on your own).
If you do receive such an e-mail/letter/phone call from a Customer, please forward  it immediately to a customer service representative or a  telesales agent for further assistance.
You may read e-mails/letters from a Customer but you may not respond directly to them if such a response could  be interpreted as providing individualized, investment-related advice.

1 For example and without limitation, other investments may include cryptocurrencies, digital assets, utility tokens, or derivatives (e.g., options and futures).
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CONFERENCES, SEMINARS, MEETUPS AND INTERNET CHAT FUNCTIONS
You are not at any time, for any reason, to give individualized  investment advice on any Security to attendees of any Company sponsored event, seminar, meetup or conference or otherwise through  any internet chat function as a representative of the Company. Rendering individualized investment  advice is considered outside your scope of authority as a representative for the Company.
a.    As an example, this means that you are not to engage in one-on-one conversations with any attendee or chat  participant  that discusses  the  subject  of investing  in any  type  of Security whatsoever or that discusses an attendee’s personal financial situation or portfolio.  Examples of questions that should not be answered:  “How much money do you think I need to work your strategy?”; “If you  had $X to invest in the market,  what would  you do?”;   “Right now, I’m holding  shares  of ABC Company,  what  should I do with them?”;  ·What do you think is  the best way to make 20% in the next two months?”; “What do you see ABC Company  doing in the next six months?”
b.    Attendees may ask questions after the Company representative has finished their presentation. In such situations, either: (1) you should inform attendees before you take questions that you cannot  answer questions  designed to elicit  personalized  investment  advice  or  (2)  if an attendee’s  question seeks personalized investment advice, you should remind the audience that you cannot give personalized  investment advice and answer the question  in a generalized way, if possible.
It is especially  important  to be aware and mindful of these  rules when attending social events that are sponsored by the Company (e.g., cocktail receptions, luncheons and dinners). standing at a vendor booth that  attendees may approach or simply conversing with individuals before or after a lecture.  It is very easy for  an attendee to  wander over and attempt to solicit your opinion for individualized  investment advice during  these events.
EXCEPTIONS
The Legal  Department, in consultation with the Chief Executive Officer of S&A Holdings (2013), LLC, has the sole authority to grant  exceptions from  any provision  of this Policy to an  employee  or independent contractor of the Company.  Any  such exception,  which shall be infrequently granted, shall  be based  upon a determination that such exception  would  not conflict  with  the interests of the Company in general and would not endanger the Company’s  reliance upon the publisher’s exclusion.
																		
	Signed:	/s/ Dale Lynch		Date:	11/5/19	
						
						
	Print Name:	Dale Lynch				


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