Document

Exhibit 10.15

EMPLOYMENT AGREEMENT
This  Employment  Agreement  (this “Agreement”)   is  effective  as  of July  30,  2018  (the “Effective Date”) by and between S&A Holdings (2013), LLC, a limited liability company doing business under the laws of Florida (the “Company” or “Holdings”) and Marco Ferri, an individual residing in the State of Florida (“Executive”). Holdings and Executive are collectively referred to herein as the “Parties” and each individually as a “Party.”
RECITALS
WHEREAS,  the  Company   manages   and  operates   several   financial   research   and publishing  businesses  and other entities, including, but not limited to, Stansberry & Associates Investment   Research,  LLC,   TradeSmith,  LLC,   Legacy   Research   Group,   LLC  (and   its subsidiaries  and affiliates),  Empire Financial Research, LLC, InvestorPlace Media, LLC, KOC Publishing, LLC, VRSH, LLC and any other entities  created  by the Company  hereafter that publish  several  products  and services  (any and all publications and services  provided  by the businesses  and entities managed and operated by the Company are hereinafter referred to as the “Products”); and
WHEREAS, Company wishes to employ Executive  as its Director  of Business Development, 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, as the Director of Business Development  of Company  reporting  directly  to the Chief Executive  Officer (“CEO”)  of the Company.
(b)    Executive may reside and be based in the Miami, Florida area.
(c)    The Executive shall perform services and duties (“Services”) at the direction of the CEO which Services shall be reasonably suited for the position and title held by the Executive and shall include, without limitation, the following:
i.    Identify  and  evaluate,   both  independently  and  in  collaboration   with  the executive team, potential opportunities for acquisition.
ii.    Build and maintain relationships with industry and professional networks.
iii.    Lead all non-legal aspects of the acquisition process, including coordination of internal working groups,  management  of external advisors,  develop relationships  with target company management teams, agreement negotiations and due diligence process.
iv.    Analyze and recommend strategic direction for company acquisitions with the Company’s senior management.
v.    Lead post-acquisition integration and oversee all post-closing activities.








vi.    Lead strategy of identifying and incorporating acquisition targets into overall strategy for a Holdings Strategic Transaction (as hereinafter defined).
vii.    Work closely with the executive team in connection with a Holdings Strategic Transaction  strategy,  including  improving processes  across the  organization,  and developing strategic objectives with the goal of maximizing the Company’s profile for a Holdings Strategic Transaction.
viii.    Working  with  external advisors  and audit team to prepare  for a Holdings Strategic Transaction; and
ix.    Use  legal  experience to  assist Company’s legal  department  on improving  corporate governance and overall legal support.
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 annual salary of $500,000.00 (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. Following the date when the Executive receives equity incentive compensation as referenced in Section 2(e), the Executive’s Base Salary shall be treated as guaranteed payments and without any deductions and withholdings.  Executive understands that upon said change in treatment,  he will be responsible for any self-employment taxes arising from payments of his guaranteed payment or any bonus amounts from the Company and that he shall no longer be treated as an employee of Company for purposes of federal or state income or employment tax withholding and reporting. This Base Salary shall be periodically reviewed by the Board of Managers of Company (the “Board”) and adjusted upward or downward by the Board as the Board deems appropriate in its sole discretion; provided  that any adjustment  downward  shall  only be permitted  if the same adjustment is being made to all other similarly situated executives of the Company.
(b)    Bonus Pool. Executive will be eligible to participate in the annual executive bonus pool (the “Bonus Pool”), which is usually based on the Company’s Net Income and from which such bonus payments are determined by the Company in its sole discretion.  Executive must be an employee of the Company on the date any Bonus Pool payments are made, if any, in order to earn such bonus.
(c)    Acquisition Transaction Performance Bonus.   Subject to Executive’s continued employment   and  unless  otherwise  agreed  to  in writing  between  Executive  and  Company  with respect  to  a certain  Acquisition   Transaction   (defined  below),  Executive  shall  receive  a bonus payable  in installments  (an “Acquisition Transaction  Performance  Bonus”)  for each occurrence  of the  Company’s (or a subsidiary  of Company’s) merger  or acquisition  of a target  company  (an “Acquisition Target Entity,”  and each such merger  or acquisition,  an “Acquisition Transaction”). Prior to entering  into an Acquisition  Transaction, Executive and Company  shall memorialize  the Acquisition  Transaction  Performance  Bonus in a form mutually  agreed to by the Parties in a form substantially  similar to the Acquisition  Schedule  document  attached  hereto  as Exhibit A.  Unless otherwise  agreed to in writing by the Parties, Executive  shall be paid the Acquisition  Transaction Performance  Bonus in an amount  of up to five percent  (5.0%) of the “Enterprise  Value”  (defined below) of the Acquisition  Target Entity that is the subject  of each Acquisition  Transaction  that is consummated as follows:
1.    Executive   shall  be  paid  two  percent   (2.0%)  of the  “Enterprise Value” (defined   below)   of  the  Acquisition   Target  Entity  upon  the  closing   date  of the  Acquisition Transaction;
2






2.    Executive  shall be paid one percent  (1.0%)  of the Enterprise  Value  of the Acquisition  Target  Entity  if,  as of the expiration  of the indemnification period  contained  in the Acquisition  Transaction  documents,  which  shall be at least six months  to one year depending  on transaction  conditions,  or greater  if representation and warranty  insurance  is purchased  for the Acquisition   Transaction, the  aggregate  amount  of any  indemnity  claims  and  adverse  Purchase Price adjustments  totals no more than 5% of the Purchase  Price for the Acquisition Target Entity; and
3.    Executive  shall be paid two percent  (2.0%)  of the Enterprise  Value of the Acquisition  Target Entity if, on the earlier of the third or fourth anniversary  of the closing  date of the Acquisition  Transaction,  the product  of the Aggregate  Net Income  of the Acquisition  Target Entity as measured  from the closing  date of the Acquisition  Transaction  multiplied  by Holdings’ (or  any  of its  Affiliate’s)  ownership  percentage   of the  Acquisition   Target  Entity,  exceeds  the Purchase  Price of the Acquisition  Target Entity.
In those instances where the Acquisition  Transaction  Performance  Bonus could exceed $2 Million Dollars based on the Enterprise Value of the Acquisition  Target Entity (i.e. $40,000,000  or more), the above  calculation  shall not apply  and the Parties  shall, in good faith, negotiate  and agree  in writing  to a different  calculation  or structure,  but in no event shall Executive  receive  less than $2  Million  Dollars  for the Acquisition  Transaction  Performance  Bonus  in such instances  where  the calculations under Sections 2(c)(1) through (3) above would have resulted in an Acquisition Transaction  Performance  Bonus  equal to or greater than $2 Million  Dollars  (notwithstanding the fact  that  such  calculations   shall  not  be  used   in  calculating   or  structuring   the  Acquisition Transaction  Performance  Bonus).
Any such Acquisition  Transaction Performance Bonus payments  shall be made within 60 days of the determination (such date of determination,  the “Determination Date”)  that such payment  has been earned and is due to Executive;  provided, however, that Executive  must be an employee  on the Determination Date of any Acquisition  Transaction  Performance  Bonus in order to earn such  bonus.  For the avoidance of doubt, if Executive is not employed on the Determination  Date (except in the case of Executive’s  death or Disability  or if Executive  is terminated  without  Cause), then Executive  shall have no rights to any payments  under this Section. In the event Executive  is not employed  on the Determination Date because  of Executive’s death or Disability  or Executive  is terminated  without  Cause,  Executive  (or his  estate)  shall  receive  any  Acquisition  Transaction Performance  Bonus due as if Executive  had been employed  on such Determination  Date.
(d)    Joint Venture  Performance  Bonus.   Subject to Executive’s continued  employment and unless otherwise agreed to in writing between Executive and Holdings with respect to a certain Joint Venture Transaction  (defined below), Executive shall receive a bonus payable in installments (a  “Joint Venture Performance Bonus”) for  each  occurrence  of the  Company’s  or  Holding’s creation  of a joint  venture  entity  by Company  or an Affiliate  (each  such joint  venture,  a “Joint Venture Entity,”  and each such joint  venture  formation,  a “Joint Venture Transaction”).  Prior to entering  into a Joint  Venture  Transaction,  Executive  and  Company  shall memorialize  the Joint Venture  Performance  Bonus  in a form mutually  agreed to by the Parties  in a form  substantially similar to the Joint Venture  Schedule  document  attached  hereto  as Exhibit B.   Unless  otherwise agreed to in  writing by the Parties, Executive  shall be paid the Joint Venture Performance  Bonus based on the Aggregate Net Sales 
3






(defined below) of the applicable Joint Venture that is the subject of each such Joint Venture Transaction  that is consummated  as follows:
															
	Total
Aggregate Net
Sales	Total Joint
Venture
Performance
Bonus	Payable at 1
year
anniversary
from Launch	Payable at 2
year
anniversary
from Launch	Payable at 3
year
anniversary
from Launch
	Less than $5 million	$0	N/A	N/A	N/A
	Between $5M and %9.99M	$300,000	$120,000	$60,000	$120,000
	Between $10M and $14.99M	$400,000	$160,000	$80,000	$160,000
	$15M or greater	$500,000	$200,000	$100,000	$200,000


Any  such  Joint  Venture  Performance   Bonus  payments   shall  be  made  within  60  days  of the applicable  anniversary  date set forth above  (each such date, the “Anniversary Date”);  provided, however,  that the Joint Venture  Entity must be active and the Executive  must be an employee  on the Anniversary  Date for any Joint Venture  Performance  Bonus in order to earn such bonus.   For the avoidance  of doubt,  if Executive  is not employed  on the Anniversary  Date (except in the case of Executive’s death  or Disability  or if Executive  is terminated  without  Cause),  then Executive shall have no rights to any payments  under this Section.  In the event Executive  is not employed on the applicable  Anniversary  Date  because  of Executive’s  death  or Disability  or Executive  is  terminated without Cause, Executive (or his estate) shall receive any Joint Venture Performance  Bonus due as if Executive had been employed on such Determination Date.
(e)    Equity Incentive Compensation.  The Executive  shall receive  equity  incentive compensation with respect to the Company pursuant to the equity incentive compensation plan documents to be adopted by the Company or such other agreements entered into between the Company and Executive.
(f)    Separation Bonus Right.  If Executive dies or the Company terminates Executive’s employment for any reason (including due to Executive’s Disability) other than for Cause, and subject to Executive’s execution, delivery and non-revocation of a general release of claims in the current form approved by the Company and attached as Exhibit C (subject to any amendments required  by law or regulation)  (the “Release”)  which  shall be provided  to Executive by the Company no later than five (5) business days after the last date of employment,  and executed by Executive  either twenty-one  (21)  days or forty-five  (45) days thereafter  (in accordance  with applicable law), before the sixtieth (60th) day following the last date of employment, the Company will pay Executive an amount (the “Separation Bonus”) equal to three (3) years of Base Salary, less any Base Salary amounts previously paid during the Term prior to such termination; provided, however, that in no event shall any such severance amount paid to Executive during the first three (3) years of the Initial Term be less than $500,000.  The Separation Bonus, if any, will be paid in three (3) equal annual installments, with the first instal1ment being paid within ten (10) days following the date on which the Release becomes effective and binding upon Executive and each subsequent installment being paid on each anniversary of the last day of Executive’s employment so long as Executive is in compliance with Executive’s obligations set forth in Sections 3,4 and 5.  If the sixty (60) day period in which to sign the Release begins in one calendar year and ends in a later calendar year,  the Separation Bonus will commence to be paid in the later calendar year.  In no event may Executive designate the year in which the Separation Bonus will be paid. If Executive properly 
4






executes the Release by the deadline set forth above and does not effectively revoke the executed Release within the applicable revocation period set forth in the Release, then the Company  shall execute the Release within eight (8) days of its  delivery by Executive. If Executive does not properly execute the Release by the deadline set forth above, or effectively revokes the executed Release within the applicable revocation period set forth in the Release, Executive (or Executive’s estate) will not be entitled to any Separation Bonus.
(g)    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.    “Aggregate Net Income” means the total net income of the Acquisition Target  Entity  realized  from the  closing  date  of the Acquisition  Transaction  up  through  the applicable measuring date.
iii.    “Aggregate Net Sales” means aggregate gross sales revenue earned by a Joint Venture Entity in the first 12  months following Launch minus the amount of any refunds paid by the Joint Venture Entity in such calendar year.
iv.    “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, any of its Affiliates, or any customer, agent or employee thereof; (v) Executive’s material breach of fiduciary duty or material breach of this Agreement, after written notice of such breach has been given by Company to Executive with thirty (30) days to cure such breach; (vi) Executive’s 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, its Affiliates, or their reputations, or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or any of its 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.
v.    “Disability” means Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, for ninety (90) days, whether or not consecutive,  in any twelve (12) month period.  Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified 
5






independent physician, each shall appoint such a physician and those two physicians  shall select a third who shall make such determination  in writing.  The determination of Disability made in writing to the Company and Executive by an independent physician in accordance with this Section 2(g)(v) shall be final and conclusive for all purposes of this Agreement. The Company shall have the right to terminate the employment of Executive under this Agreement for Disability during the Term if, in the opinion of the independent physician, Executive meets the definition of Disability set forth in this Section 2(g)(v). In case of Executive’s termination by the Company pursuant to Executive’s Disability, Executive shall be entitled to receive such salary, bonuses, benefits, and reimbursable expenses owing to Executive through the date of termination as set forth in this Agreement. Upon payment to Executive of all accrued but unpaid  salary,  bonuses, benefits,  and reimbursable  expenses owing to Executive through the date of termination of Executive’s  employment as set forth in this Agreement,  the Company shall have no further obligation to Executive.
vi.    “Enterprise Value” shall be determined by Holdings or any of its Affiliates and the seller of the Acquisition Target Entity at the time of the Acquisition  Transaction and documented in the definitive documents for such Acquisition Transaction and in the Acquisition Schedule in the form attached as Exhibit A. In no event shall the Enterprise Value be less that an amount equal to the Purchase Price paid for an Acquisition Transaction divided by Holdings’  (or any Affiliate’s) ownership percentage of the Acquisition Target Entity.
vii.    “Good Reason” means, without Executive’s consent: (i) material breach of this Agreement by Company;  (ii) a requirement that Executive relocate his primary place of employment to a geographic location outside of a seventy (70) mile radius from either (i) the Company’s location in Baltimore, Maryland or (ii) an Affiliate’s office location in Delray Beach, Florida, as of the Effective Date; (iii) a requirement that Executive relocate his primary place of employment to a geographic location outside of Miami-Dade County,  Florida;   (iv) if both Porter Stansberry and Mark Arnold shall cease to be employed by the Company, or (v) a reduction in Executive’s title or authority (unless agreed to in advance by Executive in  writing); 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 shall have failed to cure such condition within thirty (30) days of the Board’s receipt of notice.
viii.    “Holdings Strategic Transaction” shall mean either (i) the sale of at least 35% of the outstanding ownership interests  of Holdings,  (ii) any other transaction or series of related transactions in which at least 35% of the outstanding ownership interests in Holdings shall be transferred, directly or indirectly, from the existing owners (or shall be issued by Holdings) to one or more persons  or organizations  not presently  direct  or indirect owners  (including  the admission of new members  to Holdings)  or (iii) an initial public offering  of the interests of Holdings.
ix.    “Net Income”  means net income of Holdings  after deducting operating expenses (including, but not limited to, salaries, royalties, Performance Bonuses, and any other contractual  and discretionary  bonuses),  but  before  deducting  income  taxes,  interest  and any distribution, dividend or dividend-like payments to equity holders of the Company or equity-like partners and employees (i.e., holders of a contractual right to a Profits Interest). The determination of Net Income shall be determined by the Company in its reasonable discretion and in good faith.
x.    “Launch” means the date the first product for a Joint Venture Entity is sold to the general public and generates revenue.
6






xi.    “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.
xii.    “Purchase Price” shall mean an amount equal to: (i) any consideration paid or exchanged directly or indirectly by Holdings or any of its Affiliates  in connection with an Acquisition  Transaction; plus  (ii) any capital  contributions  directly or indirectly invested by Holdings or any of its Affiliates in the Acquisition Target Entity in connection with the Acquisition Transaction.  If the amount of consideration cannot be reasonably determined due to the structure of the Acquisition Transaction, the Parties shall use their best efforts to determine the applicable Purchase Price.  In any event, the Purchase Price shall be determined by the Parties at the time of the Acquisition Transaction and documented in the definitive documents for such Acquisition Transaction and in the Acquisition Schedule in the form attached as Exhibit A.
(h)    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.
(i)    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.
(j)    Office Expenses.  Company shall provide Executive with, or pay directly, for an office the location of which shall be located in Miami-Dade County, Florida and shall be mutually determined by the Parties, including reasonable ancillary expenses for such office.
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.
7






(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 Company or its 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 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 any of its 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:
1.    induce or encourage  any employee  or independent contractor  of Holdings  or its  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 or its 
8






Affiliates, unless such former employee or independent contractor will have ceased to be so employed or engaged by Holdings or its Affiliates for a period of at least one (1) year immediately prior to such employment or engagement; or
2.    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  or its 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 or its Affiliates.
(c)    Confidential Information. Executive acknowledges and agrees that Company and any of its 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 Company and any of its 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 or any  of its  Affiliates  during  the  Term.  “Confidential Information”  means  all  confidential, proprietary, and non-public information (whether in written, electronic, or other form) of Holdings, or any of its Affiliates  or third parties with whom Holdings or any of its Affiliates do business (including without limitation investors,  sources of investment capital,  and suppliers of Holdings or any of its Affiliates), including without limitation the following information of Company or any of its 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  or any of its 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 or any of its 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 or any of its 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 or any of its 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 and 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.
9






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) and shall not knowingly contain anything libelous or otherwise contrary to the law.  Executive also covenants and agrees to undertake reasonable efforts to comply with any and all internal securities trading, customer relations, 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 applicable law.
(c)    Executive shall indemnify and hold harmless Holdings and its 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 and/or its Affiliates.  The Parties agree that the foregoing representations, covenants and indemnity by Executive  shall not extend to any editorial, marketing  or promotional materials  Holdings 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 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 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.
10






(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 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 and shall continue until July 30, 2021 (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 sixty (60) 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 60-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 unpaid salary, bonuses, benefits    and   any   compensation   due   to   Executive    through   the   date   of  termination    and reimbursement for any expenses  incurred through the date of termination  pursuant to Section 2(h) along with any benefits  through  such date.
1.    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 the Performance  Bonus or any other bonus, nor any portion thereof.
2.    Executive  is eligible for a Separation  Bonus subject to the terms of Section 2(f) above.
3.    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.
4.    Executive   acknowledges  and  agrees  to  the  following   in  the  event  that Executive   breaches   Section 4  of this  Agreement   and  such  breach   either  (1)  results   in  the termination    of  Executive’s   employment  with   the   Company   or   (2)   occurs   following   the 
11






termination   of Executive’s  employment  with  the  Company:  all  compensation  and  benefits otherwise  payable pursuant  to this Agreement  and the vesting and/or exercisability of applicable bonuses,  Performance  Bonuses and 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.
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 Executive  to any other party  without  the prior written  consent  of Company,  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 Executive’s 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 Holdings,  or any of its 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 any of its 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 Holdings.  Notwithstanding the foregoing,  Company  may disclose  the terms of this Agreement  to senior management of 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 
12






enforced  to the maximum  extent permissible and the remainder  of the Agreement  will remain in full force and effect  according  to its terms.
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 attorney’s 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  non qualified   deferred  compensation  under  Section  409A  upon  or  following  a 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,” 
13






“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 the 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 is 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   from   service   constitute   non qualified   deferred 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 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
E-mail: marnold@stansberryresearch.com
14






For Executive: 
Marco Ferri
3335 Alton Road
Miami Beach, FL 33140
E-mail: ferrifamily5@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 the 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.
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]
15







IN WITNESS WHEREOF,  the Parties have duly executed this Agreement as of the Effective Date.
												
	S&A Holdings (2013), LLC		
				
	By:	/s/ Mark Arnold
	
		Name: Mark Arnold		
		Its: Chief Executive Officer		
				
				
				
	/s/ Marco Ferri		
	Marco Ferri		


16







EXHIBIT A – Acquisition Schedule
Name of Acquisition Target Entity: 
Date of Acquisition Transaction:
Acquisition Target  Entity’s Enterprise Value on Date of Closing: 
Purchase  Pasdfasdfrice:
1.    Executive  shall  be paid  [two percent  (2%)  of the Enterprise Value  of the Acquisition Target  Entity] upon the closing  date of the Acquisition Transaction;
2.    Executive  shall be paid  [one percent  (1 %) of the Enterprise Value  of the Acquisition Target  Entity]  if,  as of [the expiration of the indemnification period  contained in the Acquisition Transaction documents, which  shall be at least six months  to one year depending on transaction conditions, or greater  if representation and warranty   insurance  is purchased for the Acquisition Transaction], the  aggregate  amount  of any indemnity  claims  and  adverse  Purchase Price  adjustments totals  no  more  than[  __% of the  Purchase   Price for  the  Acquisition Target Entity];  and
3.    Executive  shall  be paid  [two percent  (2%) of the Enterprise  Value  of the Acquisition Target  Entity]  if,  on the earlier  of [the third or fourth  anniversary of the closing  date of the Acquisition Transaction], the product of the Aggregate Net Income of the Acquisition Target Entity as measured from the closing  date of the Acquisition Transaction multiplied by [Holdings’(or any  of its Affiliate’)  ownership  percentage of the Acquisition Target  Entity],  exceeds  [the Purchase  Price of the Acquisition Target Entity].
17







EXHIBIT B Joint Venture Schedule
Name of Joint Venture Entity:
Joint Venture Entity’s Launch Date:
Joint Venture Performance Bonus Structure:
[DETAILS TO BE PROVIDED IF DIFFERENT FROM SECTION 2(d)]
18







EXHIBIT C – Form of Release
19