Exhibit 10.9


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT,
dated as of November ___, 2017 (this “Employment Agreement”), by and between TheStreet, Inc., a Delaware corporation
(the “Company”), and James Cramer (“Cramer”).


 


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


 


WHEREAS, Cramer and the Company wish to
amend and restate the Prior Employment Agreement in its entirety as set forth herein to document the mutually agreeable terms and
conditions of Cramer’s continued employment relationship with the Company commencing effective from and after January 1,
2018.


 


NOW, THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:


 


Section 1.          Duties.


 


(a)           The Company has appointed Cramer, and Cramer has accepted the appointment, as an outside contributor for the Company. The
Prior Employment Agreement shall continue in effect through and including December 31, 2017. This Employment Agreement, except
as otherwise specifically noted herein, shall be effective as of January 1, 2018 (the “Effective Date”) and
shall expire on December 31, 2021, unless sooner terminated in accordance with Section 4 hereof (the period during which employee
remains employed with the Company under this Agreement is hereinafter referred to as the “Term”).During the
Term, except during any week when Cramer is on vacation as set forth in Section 2(d) hereof, Cramer will, in a manner consistent
with practice as in effect immediately prior to the Effective Date (and with respect to the JC Events, as the parties from time
to time mutually agree), (i) author no fewer than twelve (12) articles per week of original content intended for publication in
the Company’s digital media properties (www.thestreet.com, www.realmoney.com,
and such other websites as the parties may mutually agree to add) (collectively, the “Sites”), (ii) make blog
postings to www.realmoney.com and be an on-camera participant in videos for display on
the Sites, and (iii) participate in JC Events (as hereinafter defined) as the parties from time to time may mutually agree. In
addition, during the Term, Cramer agrees to write for and oversee and manage the editorial content of, the Company’s product
known as “Action Alerts PLUS” (which the parties may mutually agree, from time to time, to rename), and such
other products as the parties may mutually agree during the Term (provided that, as between the parties, the Company shall be the
sole and exclusive owner of the trademark in Action Alert PLUS, the Products and all such other Company products; provided further
that, notwithstanding anything to the contrary contained in this Employment Agreement, it is understood and agreed Cramer shall
retain and be the sole and exclusive owner of the trademark and any other intellectual property rights in and to his name and likeness,
regardless of how or if Cramer’s name and/or likeness are used in any Products or Company products or the titles thereof),
and to maintain his charitable trust in connection with the publication of Action Alerts PLUS, in a manner and at a level consistent
with the current practice in effect immediately prior to the Effective Date and/or as otherwise hereafter mutually agreed; it being
acknowledged and agreed that Cramer shall perform such duties with support from the Research Director, as defined in Section 1(b)
below.


 



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(b)           (i)          During the Term, the Company agrees to provide (A) an assistant who shall provide support both for Cramer and the
Company’s Chief Executive Officer (the “Executive Assistant”), (B) a research director (the “Research
Director”) who shall provide support for Cramer’s duties with respect to Action Alerts PLUS (and any other products
the parties may mutually agree during the Term), provided that the support provided by the Research Director to Cramer, and the
compensation payable to the Research Director, shall not be less than that in effect as of the date one (1) day prior to the Effective
Date and (C) two researchers to assist Cramer with preparation for his “Mad Money” show broadcast over CNBC (the “Mad
Money Research Staff”), provided that CNBC agrees to and does reimburse the Company, promptly after the Company invoices
CNBC for the cost of each member of the Mad Money Research Staff, including salary, bonus, benefits and any direct expenses associated
with the Mad Money Research Staff (including, without limitation, severance). Each of the Executive Assistant, the Research Director
and the Mad Money Research Staff shall be an employee of the Company and shall be approved by Cramer. The Executive Assistant and
Research Director shall be subject to all laws, rules, regulations and policies of the Company, including the Company’s (i)
Insider Trading Compliance Program: Statement of Policies on Trading in Securities, (ii) Insider Trading Compliance Program: Statement
of Policies on Trading in Securities by Members of the Board of Directors, Officers and Certain Designated Employees, and (iii)
Investment Policies for Editorial Staffers, current copies of which are attached as Exhibits A-1, A-2 and A-3, respectively, hereto
(collectively, the “Investment Policy”), as are applicable to employees of the Company, and shall be located
at the Company’s offices. For purposes of the Investment Policy, the Executive Assistant shall be subject to the trading
restrictions applicable to “Editorial Staffers” under the Investment Policies for Editorial Staffers. It is understood
that the Research Director’s first priority shall be to provide support to Cramer as provided above. However, to the extent
the Research Director has additional capacity after fulfilling those duties, the Company may assign additional duties to the Research
Director in a manner substantially consistent with the practice under the Prior Employment Agreement.


 


(ii)         During the Term, the Company agrees to provide reasonable office space, computer access and supplies for Cramer’s
personal assistant (the “Personal Assistant”) at times Cramer is in the Company’s office, provided
that to the extent not already signed, the Personal Assistant shall execute a confidentiality agreement in a form attached as Exhibit
B hereto, and provided further that the Personal Assistant materially complies at all times with Company policies applicable
to the Executive Assistant. The Company shall reimburse Cramer for all documented out-of-pocket annual expenses incurred by him
in engaging the Personal Assistant in the amount of $125,000 per calendar year during the Term, which amount shall be subject to
further increase on an annual basis during each year of the Term (with the first such adjustment, if any, after the 2018 calendar
year) by an amount equal to the applicable cost of living adjustment applied to Social Security Income for the calendar year in
which such adjustment occurs.


 


(iii)        During the Term, the Company agrees to provide Cramer with access to a Bloomberg terminal, at the Company’s sole expense,
in a manner no less favorable than the practice during the Prior Employment Agreement.


 


(iv)        During the Term, the Company shall reimburse Cramer for all documented out-of-pocket expenses incurred by him in engaging
a driver in the amount of $125,000 per calendar year during the Term which amount shall be subject to further increase on an annual
basis during each year of the Term (with the first such adjustment, if any, after the 2018 calendar year) by an amount equal to
the applicable cost of living adjustment applied to Social Security Income for the calendar year in which such adjustment occurs.


 



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(c)            Cramer agrees to perform faithfully his duties as an outside contributor pursuant to this Employment Agreement to the best
of his abilities. In connection with the preparation of articles during the Term, Cramer shall communicate solely with the Company’s
Chief Executive Officer or his or her designee. During the Term, Cramer must comply with (i) all laws applicable to the Company’s
employees and (ii) the provisions of the Investment Policy applicable to all of the Company’s employees, and for so long
as Cramer is a director, to the Board of Directors of the Company, as such Investment Policy may be implemented or amended from
time to time throughout the Term; provided, however, that if the Investment Policy and/or disclosure provisions implemented
or amended by the Company during the Term differ from the policies in place on the Effective Date in any way which Cramer reasonably
believes will have a materially adverse effect on Cramer’s outside business activities, then Cramer shall notify the Company
in writing within forty-five (45) days of when he first becomes aware that the implemented or amended policies or provisions might
have such a material adverse effect. In the event the Company does not fully cure such material adverse effect within thirty (30)
days’ after written notice thereof from Cramer (it being understood that the parties will cooperate in good faith in determining
the extent to which a cure is necessary), Cramer shall be entitled to voluntarily resign (within sixty (60) days after such failure
to cure), and such resignation shall be considered a termination with “Good Reason” pursuant to Section 4(b)
hereof, and shall not be considered a breach of this Employment Agreement; provided, however, that no such resignation by
Cramer shall be considered a termination for Good Reason if in the opinion of counsel to the Company the implemented or amended
policies or provisions are required by applicable law.


 


(d)           Subject to Cramer’s personal and professional availability, and consistent with past practice, during the Term, Cramer
also agrees to provide certain reasonable services upon reasonable advance notice from the Company’s Chief Executive Officer
(“Other Services”), including participation in the Company’s social media efforts, interactive chat rooms
on the Sites and those on any other digital services operated, in whole or in part and whether directly or indirectly, by the Company,
and attendance at charitable events or other events at which the Company deems Cramer’s attendance beneficial (for the avoidance
of doubt, in accordance with Section 3 hereof, the Company shall reimburse Cramer for all reasonable travel, accommodation and
per diem expenses incurred in connection with Cramer’s rendering of Other Services by means of his attendance at any such
events). The above activities may include streaming and archived audio/video to the Sites and any other digital services operated,
in whole or in part and whether directly or indirectly, by the Company. The Company expressly acknowledges, however, that Cramer
shall not be required to perform any of the Other Services set forth in this Section 1(d) if performance of such services would
interfere with any of Cramer’s outside activities; provided, however that the Other Services at the Company’s election
and upon reasonable notice to Cramer shall include not less than three (3) events per calendar quarter during the Term, including
(as the Company may elect upon reasonable notice to Cramer), (i) one live event (the promotion of which shall be subject to Cramer’s
approval, not to be unreasonably withheld, delayed or conditioned), (ii) one private small event, and (iii) one teleconference/videoconference.


 


(e)            The Company agrees that subject to the restrictions set forth in Section 5 hereof, Cramer shall render his services to the
Company hereunder on a non-exclusive basis, provided, however, that Cramer covenants that during the Term he shall not be
under or subject to any contractual restriction that is inconsistent with the performance of his duties hereunder. In this regard,
without limiting the generality of the foregoing, the Company acknowledges and agrees that, notwithstanding the services Cramer
shall provide hereunder, Cramer, subject to the restrictions set forth in Section 5 hereof, (a) shall be entitled to engage,
and will continue to engage, in other journalistic, writing and media endeavors, including, without limitation, writing for magazines
(including, but not limited to, New York Magazine), writing for and appearing in television and radio programs (including, but
not limited to, hosting the CNBC series “Mad Money” and making appearances on other CNBC and NBC television programs),
the writing of books, and writing for and appearing in content distributed on the Internet (including, but not limited to, appearing
in content distributed on CNBC.com, writing content that may be distributed on New York Magazine’s website, and writing books,
the content of which may be published on the Internet); provided that any such writing or appearance distributed on the
Internet shall have been originally made and distributed in print or television media or, if made for the Internet, shall be directly
related to a regular television program of which Cramer is the primary talent (e.g., the bonus lightning round on CNBC.com); provided,
further, that in the event Cramer does accept such engagements, he shall use reasonable efforts to ensure that the byline for
any articles he authors, and the comparable on air indication for non-print media, refer to Cramer as Chief Markets Commentator
for the Company (or such other designation as the parties may agree); (b) shall be entitled to engage, and may engage, in extensive
investing and trading in securities, rights and options relating thereto, and contracts in stock indexes, foreign currencies and
financial instruments (collectively, “Securities Activities”); and (c) shall be entitled to engage in any of
the activities permitted under Section 5(b) of this Employment Agreement. Further, the Company acknowledges and agrees that Cramer
shall be entitled to engage, and may engage, in Securities Activities on behalf of other persons or entities (including Cramer
and members of his family) and that any Cramer family members (including any spouse), may also engage in extensive Securities Activities.
All such Securities Activities that any Cramer family member, Cramer’s affiliates or Cramer may engage in from time to time
are collectively referred to herein as the “Relevant Securities Activities.” In connection with the foregoing,
the Company further acknowledges and agrees that:


 



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(i)          The Relevant Securities Activities will often involve Cramer’s beneficial ownership in and/or trading of securities
or other financial instruments that are the subject of, or otherwise mentioned, referred to or discussed in, articles written by
Cramer for the Company, and that the Relevant Securities Activities involving such securities or other financial instruments may
occur at any time before or after the publication date of an issue of any article on the Sites in which such securities or other
financial instruments are mentioned, referred to or otherwise discussed by Cramer in such article.


 


(ii)         Cramer shall not have access to articles written for the Company by other writers, or information regarding such articles,
prior to publication, except for articles that Cramer is writing or projects in which Cramer is involved. Furthermore, the Company
will endeavor to keep Cramer unaware, in any and all of his capacities, of the final content or publication schedule of articles,
columns or other writings scheduled for publication on the Sites that cover or discuss publicly traded securities other than the
articles or columns or other written materials prepared by Cramer for publication on the Sites.


 


(iii)        Notwithstanding any policy of the Company to the contrary, the Relevant Securities Activities, insofar as they are conducted
in a manner that does not violate the express provisions of the Investment Policy and applicable law, will not be deemed to in
any way violate or breach any other procedures, policies or practices of the Company now or hereafter in effect with respect to
Cramer, including, but not limited to, any other conflict of interest rules or securities trading policies or other rules or procedures
that otherwise may apply generally to writers for the Company regarding their right to engage in the trading of securities or other
Relevant Securities Activities, and further, that any such policies shall not be applicable to Cramer in connection with his services
hereunder.


 


(iv)        Provided Cramer is not in material breach of any of his obligations hereunder, including any obligation under applicable
law, and without limiting the express provisions of this Employment Agreement, the Company irrevocably waives and releases Cramer,
his affiliates, and members of his immediate family from any duty, fiduciary or otherwise, that Cramer or any of them may owe,
or be deemed to owe, the Company that may in any way prohibit or limit the Relevant Securities Activities, insofar as they involve
the trading and/or ownership of securities or other financial instruments that are the subject of or are otherwise referred to
or discussed in the articles prepared by Cramer pursuant to this Employment Agreement, and acknowledges and agrees that such Relevant
Securities Activities do not, and will not, constitute a misappropriation of the Company’s property or a breach of any fiduciary
or other duty Cramer may owe the Company hereunder.


 



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(v)         The Company warrants and agrees that each of the articles prepared by Cramer and published by the Company shall provide
appropriate disclosure relating to the Relevant Securities Activities, as set forth in the Investment Policy. The Company further
agrees that it shall not, without Cramer’s written consent, disclose any non-public information regarding securities positions
provided by Cramer to the Company pursuant to the Investment Policy to anyone other than the Company’s senior management
and senior editorial staff or its legal advisers, on a confidential, “need to know” basis, or as required by any court
of competent jurisdiction or other federal or state governmental or regulatory authority.


 


(f)            The Company agrees, to the extent permitted by applicable law, to defend, indemnify and hold harmless Cramer against any
and all loss, damage, liability and expense, including, without limitation, reasonable attorneys’ fees, disbursements, court
costs, and any amounts paid in settlement and the costs and expenses of enforcing this Section of this Employment Agreement (“Loss”),
which may be suffered or incurred by Cramer in connection with the provision of his services hereunder or under the Prior Employment
Agreement, including, without limitation, any claims, litigations, disputes, actions, investigations or other matters relating
to any securities laws or regulations, or the violation or alleged violation thereof (the “Securities Actions”);
provided that such Loss (x) arises out of or in connection with the performance by Cramer of his obligations under this
Employment Agreement or the Prior Employment Agreement and (y) is not the result of any breach by Cramer of his obligations hereunder,
and provided further that with respect to any Securities Actions, the Company shall be under no obligation to defend, indemnify
or hold harmless Cramer if Cramer has not acted with a reasonable, good faith belief that his actions were in no way violative
of any securities laws or regulations. With respect thereto, the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a nolo contendere plea or its equivalent, shall not, of itself, create a presumption that Cramer
did not act with a reasonable, good faith belief that his actions were in no way violative of any securities laws or regulations.
Further, to the extent that Cramer has been successful on the merits or otherwise in defense of any Securities Action, or in defense
of any claim, issue or matter therein, he shall be defended, indemnified and held harmless by the Company as required herein. Expenses
(including reasonable attorneys’ fees, disbursements and court costs) incurred by Cramer in defending any Securities Action
shall be paid by the Company in advance of the final disposition of such Securities Action upon receipt of an undertaking by or
on behalf of Cramer to repay such amount if it shall ultimately be determined that Cramer is not entitled to be indemnified by
the Company pursuant hereto.


 


(g)           The Company agrees, to the extent permitted by applicable law, to defend, indemnify and hold harmless Cramer against any
and all Losses (i) relating to or arising out of any breach or alleged breach by the Company of any warranty, representation or
agreement made by the Company herein or under the Prior Employment Agreement, or (ii) alleging the violation or infringement of
a proprietary right in connection with the exploitation by the Company of any rights granted by Cramer to the Company hereunder
or under the Prior Employment Agreement, including, without limitation, the rights granted to the Company pursuant to Section 6(b)
herein, except to the extent due to an allegation that Cramer has breached the representation set forth in the following sentence.
Cramer represents and warrants that to the best of his knowledge, the content that he submits to the Company shall be original
and not violative of the copyright of any third party.


 



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(h)           The Company may, for the fees specified in Section 2(d) below, use Cramer’s name and likeness to promote the Company’s
goods and services provided that Cramer shall pre-approve each of the likenesses to be used by the Company and shall cooperate
with the Company, as the Company reasonably may request, in supplying the Company (at the Company’s sole expense) with, and
allowing the Company to produce, such likeness (e.g., by allowing the Company to photograph him). Consistent with current practice
in effect as of the Effective Date, the Company shall not need to submit for Cramer’s prior review and approval the use of
his name and pre-approved likeness in connection with the Company’s marketing, provided, however (i) the Company agrees that
its right to use Cramer’s name and likeness shall be limited to uses consistent with current use as of the date of this Agreement,
and (ii) if Cramer reasonably determines that any specific use of his name and/or likeness in Company marketing materials is detrimental
to him, he may notify the Company and the parties will work together in good faith to change such material in order to resolve
such concern. Notwithstanding anything to the contrary contained herein, it is agreed that any advertisement to be distributed
via a broadcast or cable television network that contains Cramer’s name or likeness must be submitted to Cramer for his prior
approval, which may be given or withheld in his sole discretion.


 


Section 2.          Compensation.


 


(a)            During the Term, as compensation for his services hereunder, the Company shall pay to Cramer a royalty as set forth below
(the “Royalty”) and grant Cramer the restricted stock units (“RSUs”) having the terms set
forth herein. All applicable withholding taxes shall be deducted from payments of the Royalty as set forth in Section 8 below.
Withholding taxes applicable to the granting or vesting of the RSUs shall be collected as set forth in the RSU Award Letter (as
defined below).


 


(b)           Royalty.


 


(i)          The Company shall pay Cramer a Royalty equal to twelve percent (12%) of the Total Net Revenues (as defined below) for each
calendar year occurring in whole or in part during the Term (a “Covered Period”) which Royalty amount shall
be pro-rated on a daily basis for any partial calendar year occurring during the Term. Notwithstanding the foregoing, the Company
agrees that the total Royalty payable to Cramer for any full calendar year occurring during the Term shall not be less than Two
Million Dollars ($2,000,000), which minimum annual amount shall likewise be pro-rated on a daily basis for any partial calendar
year occurring during the Term (as applicable the “Annual Minimum Royalty”). The Company shall satisfy and pay
the Annual Minimum Royalty to Cramer via the Payroll Draws (as defined below), which Payroll Draws will be paid to Cramer in semi-monthly
installments in accordance with normal Company payroll processes, subject to tax withholdings as set forth in Section 8 below,
with the first such payment commencing on the first payroll in January 2018.


 


As used herein,


 


(A)          “Total Net Revenues” shall mean and be determined for each Covered Period as the sum of the Product Net
Revenues plus the JC Event Net Revenues, in each case as generated, received and retained by the Company during such applicable
Covered Period.


 


(B)           “Product Net Revenues” shall mean and be determined for each Covered Period as the Gross Revenues for
such Covered Period less the Deductible Expenses for such Covered Period, in each case to the extent directly related to the Products.


 


(C)           “JC Event Net Revenues” shall mean and be determined for each Covered Period as the Gross Revenues for
such Covered Period less the Deductible Expenses for such Covered Period, in each case to the extent directly related to the JC
Events.


 



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(D)          “Product” or “Products” shall mean any and collectively all of the subscription products
and services offered by the Company during the Term or any Covered Period, including without limitation the following products
(and any replacements, substitutes or reformatted versions thereof): (1) “Action Alert Plus,” (2) “Action Alert
Options,” (3) “AAP Silver,” (4) “Chairman’s Club,” (5) “Daily Chatter from the Street,”
(6) “Dividend Stock Advisor / Fixed Income (Income Seeker),” (7) “The Daily Swing Trade,” (8) “Growth
Seeker.” (9) “The Street Options,” (10) “Portfolio Plus,” (11) “The Street Quant Rantings,”
(12) “Real Money,” (13) “Real Money Pro,” (14) “Real Money Pro Portfolio,” (15) “Real
Money Silver,” (16) “Stocks Under $10,” (17) “Trifecta Stocks,” and (18) “Top Stocks.”


 


(E)           “JC Event” or “JC Events” shall mean each program, presentation or event offered or
sponsored by the Company during a Covered Period in which (1) Cramer is a presenter, speaker, participant or panelist (notwithstanding
the involvement of other presenters, speakers, participants or panelists) or (2) Cramer’s name or likeness is used in the
advertising, marketing or publicity for such program, presentation or event; provided that Cramer’s attendance at any such
event on his own volition and outside the scope of his engagement hereunder shall not cause such event to constitute a JC Event
for purposes of this Employment Agreement.


 


(F)           Each Product and JC Event may be referred to individually as a “Covered Product” and collectively as
the “Covered Products.” Notwithstanding anything herein to the contrary, Gross Revenues, Total Net Revenues,
Product Net Revenues, JC Event Net Revenues and Deductible Expenses shall be determined without duplication among any one or more
Covered Products. All Gross Revenues, Total Net Revenues, Product Net Revenues, JC Event Net Revenues and Deductible Expenses shall
be as recognized by the Company in accordance with United States generally accepted accounting principles.


 


(G)           “Gross Revenues” for a Covered Period with respect to a Covered Product shall mean the gross revenues
recognized by the Company for such Covered Period directly related to such Covered Product (e.g., advertising, subscription, admission
fees, tickets, sponsorship payments received, and other revenues directly related to the Covered Product).


 


(H)          “Deductible Expenses” for a Covered Period with respect to a Covered Product shall mean the following
costs and expenses actually incurred and recognized by the Company for such Covered Period which are directly related to such Covered
Product: cancellations, chargebacks (including chargeback fees), refunds, credit card processing and related fees, write-offs of
bad debt, reserves for the foregoing expenses consistent with prior practice and historical expenses associated with such Covered
Product (to the extent the Company has applicable historical experience), sales taxes and commission expenses (including any “bounty”
or revenue sharing payments that may be owed to third parties), advertising, marketing or promotional costs, production costs,
participant fees or honorariums (including travel and accommodations), attendance materials, ticketing fees or ticketing costs
which are directly related to such Covered Product.


 


 (I)            “Payroll Draws” shall mean an annual amount of Two Million Five Hundred Thousand Dollars ($2,500,000) per calendar year which amount shall be divided into twenty-four (24) equal, non-returnable (subject only to Sections 2(b)(ii) and (iii) below), semi-monthly installments of One Hundred Four Thousand Six Hundred Sixty Six and 67/100s Dollars ($104,166.67) and pro-rated on a daily basis for any partial calendar year and/or payroll period occurring during the Term (each, a “Payroll Draw”).




 



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(J)            “Annual Payroll Draws” shall mean, as of any particular date during any Covered Period, the total cumulative
Payroll Draws paid by the Company to Cramer during such Covered Period.


 


(ii)         During the Term, the Company shall pay to Cramer the Payroll Draws as set forth above in Section 2(b)(i). Within forty-five
(45) days of the last day of each Covered Period, the Company shall deliver to Cramer a statement setting forth in reasonable detail
the calculation of Total Net Revenues for such Covered Period (the “Royalty Statement” for such Covered Period),
which Royalty Statement shall additionally calculate and determine the total Royalty payable to Cramer for such Covered Period
(including as prorated for any Covered Period consisting of a partial calendar year) (as applicable, the “Annual Royalty
Amount”). To the extent the Annual Royalty Amount determined for a Covered Period exceeds the Annual Payroll Draws paid
by the Company to Cramer for such Covered Period, the Company shall pay such excess amount (a “Royalty Excess”)
to Cramer (subject to withholding of taxes under Section 8 below) at such time as the applicable Royalty Statement is delivered
pursuant to the foregoing sentence. To the extent the Annual Royalty Amount determined for a Covered Period is (A) less than the
Annual Payroll Draws paid by the Company to Cramer for such Covered Period and (B) exceeds the Annual Minimum Royalty determined
for such Covered Period, then the amount by which the Annual Payroll Draws paid by the Company to Cramer for such Covered Period
exceed the Annual Royalty Amount determined for such Covered Period (a “Recoverable Amount”) shall be subject
to the “Recovery Rules” hereinafter provided. To the extent the Annual Royalty Amount determined for a Covered
Period is less than the Annual Minimum Royalty determined for such Covered Period, then the amount equal to the Annual Payroll
Draws paid by the Company to Cramer for such Covered Period less the Annual Minimum Royalty determined for such Covered Period
(also a “Recoverable Amount”) shall be subject to the “Recovery Rules” hereinafter provided. Notwithstanding
anything to the contrary herein, in no event shall the Recoverable Amount exceed an amount equal to Five Hundred Thousand Dollars
($500,000). Any information provided to Cramer under this Section 2(b)(ii), including, without limitation, the Royalty Statements,
shall be confidential information of the Company as described in Section 6 hereof.


 


(iii)        If a Royalty Statement results in the determination of a Recoverable Amount, then the following procedures and rules (the
“Recovery Rules”) shall apply: (A) for any Covered Period ending on or before December 31, 2020, such Recoverable
Amount shall be treated as an advance made by the Company and shall be equally applied, recovered from and otherwise reduce the
next ensuing semi-monthly Payroll Draws owed and payable by the Company to Cramer over the immediately subsequent Covered Period
hereunder, provided, that if this Agreement is terminated early pursuant to the terms hereof and there are no such or insufficient
Payroll Draws capable of permitting the Company’s full recovery of such Recoverable Amount, Cramer shall, within sixty (60)
days after the Company’s request for same, refund any such unrecovered Recoverable Amount to the Company, and (B) for any
Covered Period ending after December 31, 2020, Cramer shall, within sixty (60) days after the Company’s request for same,
refund any such Recoverable Amount to the Company; provided that, without prejudice to the Company’s rights under sub-clauses
(A) and (B) above for any Covered Period, the applicable Recoverable Amount may otherwise be offset or recovered by the Company
in such manner and at such times as the Company and Cramer may mutually agree.


 


(c)            During the Term and for one (1) year thereafter, Cramer shall have the right, during the Company’s normal business
hours, and with no less than thirty (30) days’ prior written notice and no more than once in any twelve (12) month period,
to (or appoint an agent to) inspect and audit the books and records of the Company directly related to the calculation of Total
Net Revenues for a specified time period during the Term; provided that Cramer or his agent shall execute a confidentiality agreement
in a form (consistent with industry standards for auditors having this relationship with the Company (i.e., auditors not retained
by the entity being audited) to sign) to be provided by the Company, restricting the disclosure or use of the information to be
provided by the Company in connection with the audit. No period shall be audited more than once. In the event that the Royalty
paid to Cramer for such audited period was greater or lesser than the Royalty that should have been paid to him, the Company (in
the event of an underpayment) or Cramer (in the event of an overpayment), shall promptly pay such difference to the other party.
Cramer shall bear the costs of any such audit unless the results of such audit reveal an underpayment of ten percent (10%) or more
of the amounts actually due for the audited period, in which case the Company shall reimburse Cramer for the reasonable and documented
costs of such audit in addition to remitting the amount of the underpayment.


 



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(d)           Licensing Fee. With respect to each calendar year during the Term, commencing with calendar year 2018, in addition
to the Payroll Draws and Royalty payments (including any Royalty Excess), the Company shall pay Cramer a non-returnable, non-recoupable
annual fee in the amount of $300,000 for the use of his name and likeness (the “Annual Licensing Fee”), subject
to tax withholdings as set forth in Section 8 below. The Annual Licensing Fee will be paid in advance in four equal installments
of $75,000 on each of January 1, April 1, July 1, and October 1 during each calendar year during the Term.


 


(e)           Equity Awards. Effective January 2, 2018, Cramer shall be granted RSUs (the “2018 RSU Award”)
covering One Million (1,000,000) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”)
all as provided under and in conformity with the Company’s 2007 Performance Incentive Plan (the “Plan”)
and the 2018 RSU Award Letter (as hereinafter defined). The 2018 RSU Award shall be payable in shares of Common Stock and shall
vest and become payable as to 25% of the shares subject to the 2018 RSU Award on December 31 of each of 2018, 2019, 2020 and 2021,
respectively, subject to Cramer’s continued service though each such vesting date and the terms set forth in the 2018 RSU
Award letter agreement attached hereto as Exhibit D (the “2018 RSU Award Letter”). The shares of Commons Stock
(or, as may be permitted by the 2018 RSU Award Letter, restricted stock) into which the 2018 RSU Award may be settled (or into
which any equity award made to Cramer during the term of the Prior Employment Agreement may be settled) shall have been registered
with the Securities and Exchange Commission on Form S-8.


 


(f)            Pay or Play. Nothing herein shall obligate the Company to exploit Cramer’s name or likeness or any of the content
or materials created by Cramer hereunder or to conduct any JC Events. Notwithstanding any term to the contrary contained herein,
provided that this Employment Agreement is not terminated pursuant to Section 4(a), 4(b)(B), 4(c), or 4(d) hereunder, the Company
shall be obligated to pay to Cramer the full Royalty and grant to Cramer all RSUs for the entire Term in accordance with the terms
hereof and the 2018 RSU Award Letter.


 


(g)           Vacation. During each year of the Term, Cramer shall be entitled to six (6) weeks of vacation.


 


(h)           Benefits. During the Term, Cramer shall be entitled to participate in any group insurance, accident, sickness and
hospitalization insurance, and any other employee benefit plans of the Company in effect during the Term, including plans available
to the Company’s executive officers.


 


Section 3.          Expense Reimbursement.


 


During the Term, Cramer shall have the right
to reimbursement, upon proper accounting, of reasonable expenses and disbursements incurred by him in the course of his duties
hereunder (including without limitation the expense of his Personal Assistant and driver, as described in Sections 1(b)(ii) and
1(b)(iv)).


 



    9


     


    

 


Section 4.          Employment Termination.


 


(a)            At any time during the Term and except as otherwise provided in Section 4(c) hereof, the Company shall only have the right
to terminate this Employment Agreement and Cramer’s employment with the Company hereunder, and to give Cramer notice of such
termination as of a date not earlier than seven (7) days from such notice, because of (i) Cramer’s willful misconduct or
gross negligence in the performance of his obligations under this Employment Agreement, (ii) dishonesty or misappropriation by
Cramer relating to the Company or any of its funds, properties, or other assets, (iii) any intentional or reckless unauthorized
disclosure by Cramer of confidential or proprietary information of the Company which is reasonably likely to result in material
harm to the Company, (iv) a conviction of Cramer (including entry of a guilty or nolo contendere plea) of a felony involving fraud,
dishonesty, moral turpitude, or involving a violation of federal or state securities laws, (v) the entry of an order, judgment
or decree, of any court of competent jurisdiction or any federal or state authority, enjoining Cramer from violating the federal
securities laws, or suspending or otherwise limiting Cramer’s right to act as an investment adviser, underwriter, broker
or dealer in securities, (vi) a finding by a court of competent jurisdiction in a civil action or a finding by the Securities and
Exchange Commission that Cramer has violated any federal or state securities law, or (vii) the failure by Cramer to perform faithfully
his duties hereunder or other breach by Cramer of this Employment Agreement and such failure or breach is not cured, to the extent
cure is possible, by Cramer within thirty days after written notice thereof from the Company to Cramer (each individually, and
all collectively, “Cause”). Notwithstanding anything to the contrary contained herein, the Company acknowledges
and agrees that sharp and caustic commentary and behavior is a part of Cramer’s persona and appeal. Accordingly, the Company
agrees that such remarks and actions made and performed by Cramer, whether in connection with the performance of his duties hereunder
or otherwise, shall not constitute Cause for termination hereunder (for the avoidance of doubt it is understood that commentary
which at the time of its making is known by Cramer to be libelous is not intended to be excused as sharp and caustic commentary
under this Section 4(a)). If this Employment Agreement and Cramer’s employment with the Company hereunder is terminated for
Cause, or if Cramer voluntarily resigns from the Company without Good Reason (as defined in Section 4(b) below) during the Term,
the Company shall pay Cramer promptly (no later than forty-five (45) days) following such termination of employment all earned
but unpaid portions of the Royalty through the date of termination. Following any such termination, Cramer shall not be entitled
to receive any other payment, except as provided for hereunder with respect to any period after such termination. If Cramer’s
employment is terminated pursuant to this Section 4(a), then the 2018 RSU Award will be treated in accordance with the applicable
2018 RSU Award Letter.


 


(b)           This Employment Agreement and Cramer’s employment with the Company hereunder may also be terminated by Cramer for
“Good Reason” in the event of (A) a material breach of this Employment Agreement by the Company, as to which
Cramer notifies the Company in writing within thirty (30) days of becoming aware of such breach, which breach is not cured, to
the extent cure is possible, within thirty (30) days after written notice thereof from Cramer to the Company, provided that such
termination must occur within sixty (60) days of such failure to cure or (B) a termination in accordance with Sections 1(c) or
4(d) of this Employment Agreement. Cramer’s right to terminate this Employment Agreement and his employment with the Company
hereunder for Good Reason pursuant to this Section 4(b) is in addition to any remedies Cramer may have in law or equity in the
event the Company breaches this Employment Agreement. If Cramer’s employment is terminated for Good Reason pursuant to this
Section 4(b), then the 2018 RSU Award will be treated in accordance with the applicable 2018 RSU Award Letter.


 



    10


     


    

 


(c)            This Employment Agreement and Cramer’s employment with the Company hereunder shall terminate immediately and automatically
on the death or Disability (as defined below) of Cramer or the liquidation or dissolution of the Company or other shutdown of the
business then conducted by the Company. If this Employment Agreement and Cramer’s employment with the Company hereunder is
terminated on account of Cramer’s death or Disability, or because of a liquidation or dissolution of the Company or other
shutdown of the business then conducted by the Company during the Term, then (i) the Company shall pay Cramer promptly (no later
than forty-five (45) days) following termination of employment, all earned but unpaid portions of the Royalty through the date
of termination and (ii) the 2018 RSU Award shall be treated in accordance with the applicable 2018 RSU Award Letter. Following
any such termination, neither Cramer, nor his estate, conservator or designated beneficiary, as the case may be, shall be entitled
to receive any other payment with respect to any period after such termination.


 


For purposes of this Employment Agreement,
“Disability” shall mean that, as a result of physical or mental illness, Cramer has been unable to perform his
duties to the Company for a period of ninety (90) consecutive days or one hundred twenty (120) or more days in any one hundred
eighty (180) consecutive day period, as determined in the opinion of a physician selected by the Company with Cramer’s consent
(which consent shall not be unreasonably withheld or delayed).


 


(d)           Cramer shall have the right to terminate this Employment Agreement, and such termination shall constitute a termination
by Cramer with “Good Reason” pursuant to Section 4(b) hereof, on a date that is thirty (30) days after the occurrence
of the sale of Action Alert Plus or a majority (measured by those producing more than one-half (1/2) of the Product Net Revenues
in the preceding full Covered Period) of the other Product(s) or upon a transaction constituting a Change of Control of the Company
(as defined in the Plan) (the acquiring entity in such sale of such Product(s) or Change in Control transaction, the “Acquiror”
and such sale or transaction, the “Transaction”) if Cramer reasonably believes that the association of his name,
likeness or content with the Acquiror in connection with the continuation of the Employment Agreement after consummation of the
Transaction would materially damage his brand, reputation or his relationship with the broadcast or cable television network then
producing and/or televising “Mad Money” or any successor show; provided, that if the Company notifies Cramer in writing
that it is contemplating pursuing a potential Transaction with a potential Acquiror that the Company reasonably believes has a
bona fide interest in pursuing a Transaction (a “Potential Transaction Notice”), then Cramer will provide the
Company, within seven (7) business days of receiving the Potential Transaction Notice, with written notice stating that Cramer
believes he would have the right to, and intends to terminate the Employment Agreement within thirty (30) days of consummation
of such Transaction with such Acquiror.


 


(e)            Upon the termination of this Employment Agreement pursuant to Section 1(c) or Section 4 hereof, (i) the Company shall have
no further obligations under this Employment Agreement; provided however that Sections 1(f), 2(c), 3, 4, 5, 6, 7, 8, 8A,
9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19 hereof shall survive and remain in full force and effect in accordance with their
terms; and (ii) the Company shall cease all uses of Cramer’s name or likeness other than (A) in connection with the display
of (x) audio or audiovisual editorial content containing Cramer’s voice and/or image created prior to the date of termination
(for avoidance of doubt, “editorial content” shall not include content the primary purpose of which is to promote the
goods or services of the Company, it being understood that all uses of such promotional content shall cease upon termination of
the Employment Agreement) and (y) text-based editorial content authored by Cramer prior to the date of termination, including without
limitation articles, columns and blog posts; and (B) as the Company may have a right to do under law without Cramer’s permission.


 



    11


     


    

 


Section 5.         Restrictive Covenants.


 


(a)            In exchange for the consideration set forth in this Employment Agreement, Cramer hereby agrees that, during the period from
the Effective Date through the end of the Term, he will not (i) render services in connection with, endorse or promote, in any
media now or hereafter known, any financial products or services including, without limitation, any investment newsletter, subscription-based
financial media product, digital financial media service or any mutual fund, exchange-traded fund or other investment portfolio
product; or (ii) other than via one or more of the Products, or as the Company in its discretion may approve, disclose, in advance
of such purchase or sale, any purchases or sales of securities or other investment products (including without limitation equity
securities, exchange-traded funds, exchange-traded notes, mutual funds, options, futures and commodities) that Cramer intends to
make in accounts he controls (including, without limitation, his charitable trust) or beneficially owns; or (iii) other than via
one or more of the Products or as the Company in its discretion may approve, discuss a material amount of the specific investment
recommendations contained in any one or more of the Products; or (iv) act as a lender to, or stockholder, director, principal,
owner, employee, consultant to, or partner of, any other digital media business that competes directly with the business of the
Company as it is then constituted.


 


(b)           Notwithstanding clause (i) of Section 5(a), Cramer may, to the extent not prohibited by clause (ii) or clause (iii) of Section
5(a), (i) appear on cable and/or broadcast television network programs in a manner consistent with his current practice (e.g.,
host of “Mad Money” and guest appearances on other programs); (ii) permit additional distribution via the Internet
of his appearances in the television programs described in clause (i) of this Section 5(b) solely in their original long-form (i.e.,
22 minutes or longer) format; and (iii) author books (provided that he shall not author more than two books per year concerning
investing or personal finance) and permit distribution of the books via any media; provided that in connection with any such activities
Cramer does not receive consideration from any company or the sponsor of any investment product, which company or product is a
subject of his commentary.


 


(c)           Cramer hereby agrees that, if his employment hereunder is terminated by the Company for Cause or by him without Good Reason
during the Term, then, for a period of eighteen (18) months following such termination, except to the extent permitted in Section
5(b) above, he will not author articles or columns for any other digital financial publication that competes directly with the
Company without first notifying the Company and securing its consent, which consent shall not be unreasonably withheld.


 


(d)           Cramer hereby agrees that, during the period from the Effective Date through the end of the first eighteen (18) months after
the cessation of Cramer’s employment with the Company hereunder, Cramer will not solicit for employment, in any business
enterprise or activity, any person who was employed by the Company during the six months prior to the cessation of his employment.
The Company acknowledges and agrees that this Section 5(d) shall not apply to any Mad Money Research Staff, whether current, former
or otherwise.


 


(e)           The parties acknowledge that the restrictions contained in this Section 5 are a reasonable and necessary protection of the
immediate interests of the Company, and any violation of these restrictions would cause substantial injury to the Company and that
the Company would not have entered into this Employment Agreement, without receiving the additional consideration offered by Cramer
in binding himself to any of these restrictions. In the event of a breach or threatened breach by Cramer of any of these restrictions,
then in addition to financial or other damages that may be deemed by a court of law to apply, the Company shall be entitled to
apply to any court of competent jurisdiction for an injunction restraining Cramer from such breach or threatened breach; provided
however that the right to apply for an injunction shall not be construed as prohibiting the Company from pursuing any other
available remedies for such breach or threatened breach.


 



    12


     


    

 


Section 6.          Confidentiality; Ownership
of Articles and Columns.


 


(a)            Except as otherwise provided in this Employment Agreement, Cramer shall, and shall cause his attorneys, accountants and
agents (collectively, “Agents”) to agree to, keep secret and retain in strictest confidence, any and all confidential
information relating to the Company or otherwise not available to the general public, provided that such confidential information
shall not include any information that (a) has become generally available to the public other than as a result of a disclosure
by Cramer or his Agents, or (b) was available to Cramer or any of his Agents on a non-confidential basis from a third party having
no obligation of confidentiality to the Company, and Cramer shall not, and shall cause his Agents not to, disclose such confidential
information to any Person (as defined in Section 7) other than the Company or its Agents, except as may be required by law (in
which event Cramer shall so notify Company as promptly as practicable).


 


(b)           All articles, columns, postings, other text-based content or audio or audiovisual content that Cramer authors or produces
for the Company and which are in fact published or publicly performed (including without limitation via delivery over the Internet)
shall be owned by and belong exclusively to the Company, and Cramer shall execute and deliver to the Company, without additional
compensation, such instruments as the Company may require from time to time to evidence its ownership of any such articles or columns.


 


Section 7.          No Third Party Beneficiary.


 


This Employment Agreement is not intended
and shall not be construed to confer any rights or remedies hereunder upon any Person, other than the parties hereto or their permitted
assigns. For purposes of this Employment Agreement, “Person” shall mean an individual, corporation, partnership,
limited liability company, limited liability partnership, association, trust or other unincorporated organization or entity.


 


Section 8.          Withholding of Taxes.


 


Any payments to Cramer pursuant to the terms
of this Employment Agreement shall be reduced by such amounts, if any, as are required to be withheld with respect thereto under
all present and future federal, state, and local tax laws and regulations and other laws and regulations.


 



    13


     


    

 


Section 8A.          Excise Tax.


 


Notwithstanding anything in this Employment
Agreement to the contrary, in the event that it shall be determined that any payment, distribution, or other action by the Company
to or for Cramer’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Employment
Agreement or otherwise) (a “Parachute Payment”), would result in an “excess parachute payment” within
the meaning of Section 280G(b)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and the value
determined in accordance with Code Section 280G(d)(4) of the Parachute Payments, net of all taxes imposed on Cramer (the “Net
After-Tax Amount”) that Cramer would receive would be increased if the Parachute Payments were reduced, then the Parachute
Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction
is greatest. For purposes of determining the Net After-Tax Amount, Cramer shall be deemed to (i) pay federal income taxes at the
highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii)
pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute
Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state
and local taxes. Subject to the provisions of this Section 8A, all determinations required to be made under this Section 8A, including
the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 8A and
the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm of nationally
recognized standing selected by the Company and reasonably acceptable to Cramer (the “Accounting Firm”), which
shall provide detailed supporting calculations both to the Company and Cramer within fifteen (15) business days of the receipt
of notice from Cramer that there has been a Parachute Payment, or such earlier time as is requested by Cramer. For the avoidance
of doubt, PricewaterhouseCoopers, Deloitte & Touche, Ernst & Young and KPMG are firms reasonably acceptable to Cramer.
The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments
that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Code Section 280G;
(b) first, only from Parachute Payments that are required to be made in cash, (c) second, only with respect to any amounts that
are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A, until those payments
have been reduced to zero, and (d) in each of the foregoing cases, in reverse chronological order, to the extent that any Parachute
Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be
reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and
expenses of the Accounting Firm under this Section 8A shall be borne solely by the Company. Any determination by the Accounting
Firm under this Section 8A shall be binding upon the Company and Cramer.


 


Section 9.          Notices.


 


Unless otherwise provided herein, any notice,
exercise of rights or other communication required or permitted to be given hereunder shall be in writing and shall be given by
overnight delivery service such as Federal Express, telecopy (or like transmission) or personal delivery against receipt or mailed
by registered or certified mail (return receipt requested), to the party to whom it is given at such party’s address set
forth below such party’s name on the signature page or such other address as such party may hereafter specify by notice to
the other party hereto, with copies to the following:


 


	 	For the Company:	TheStreet, Inc.
	 	 	14 Wall Street, 15th Floor
	 	 	New York, New York 10005
	 	 	Attention: General Counsel
	 	 	 
	 	With a copy to:	Bobby Rosenbloum, Esq.
	 	 	c/o Greenberg Traurig, LLC
	 	 	Terminus 200, Suite 2500
	 	 	3333 Piedmont Road, NE
	 	 	Atlanta, GA 30305
	 	 	 
	 	For Cramer:	Bruce Birenboim, Esq.
	 	 	Charles Googe, Esq.
	 	 	Paul, Weiss, Rifkind, Wharton & Garrison
	 	 	1285 Avenue of the Americas
	 	 	New York, New York 10019-6064




 


Any notice or other communication shall be deemed to have been
given as of the date so personally delivered or transmitted by telecopy or like transmission or on the next business day when sent
by overnight delivery service.


 



    14


     


    

 


Section 10.          Amendment; Section 409A.


 


(a)            This Employment Agreement may be amended only by a written agreement signed by the parties hereto. In addition, to the extent
that any of the payments hereunder are or may be governed by Section 409A of the Code, the parties will work together in a commercially
reasonable manner in good faith to amend any provisions as necessary for compliance or to avoid the imposition of taxes or penalties
under Section 409A of the Code in a manner that maintains the basic financial provisions of this Employment Agreement. In this
connection, each party will make any amendments or adjustments reasonably requested by the other party which satisfy the foregoing
condition.


 


(b)           It is the intention of the Company and Cramer that this Employment Agreement complies with the requirements of Section 409A
of the Code, and this Employment Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under
this Employment Agreement are intended to be excluded from the requirements of Section 409A of the Code or be payable on a fixed
date or schedule in accordance with Section 409A(a)(2)(iv) of the Code. To the extent that reimbursements or in-kind benefits due
to Cramer under this Employment Agreement constitute “deferred compensation” under Section 409A of the Code, any such
reimbursements or in-kind benefits shall be paid to Cramer in a manner consistent with Treasury Regulations Section 1.409A-3(i)(1)(iv).


 


(c)           Notwithstanding anything in this Employment Agreement to the contrary, in the event that Cramer is deemed to be a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and Cramer is not “disabled” within the
meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section
409A of the Code shall be made to Cramer prior to the date that is six (6) months after the date of Cramer’s “separation
from service” (as defined in Section 409A of the Code) or, if earlier, Cramer’s date of death. Following any applicable
six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For
purposes of applying Section 409A of the Code to this Employment Agreement each separately identified amount or payment to which
Cramer is entitled under this Employment Agreement, including without limit those provided or which may be made under Sections
2 and 4 hereof, shall be treated as a separate payment and, to the extent possible under Section 409A of the Code, any series of
installment payments under this Employment Agreement shall be treated as a right to a series of separate payments, including for
all purposes of Treasury Regulations Section 1.409A- 1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B).


 


(d)           For purposes of this Employment Agreement, with respect to payments of any amounts that are considered to be “deferred
compensation” subject to Section 409A of the Code, references to “termination of employment” (and substantially
similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code.


 


(e)           Cramer’s right to any deferred compensation, as defined under Section 409A of the Code, shall not be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent
necessary to avoid tax, penalties and/or interest under Section 409A of the Code.


 


(f)            Notwithstanding the foregoing, the Company does not make any representation to Cramer that the payment of any amounts or
benefits provided under this Employment Agreement are exempt from, or satisfy, the requirements of Section 409A of the Code, and
the Company shall have no liability or other obligation to indemnify or hold harmless Cramer or any beneficiary of Cramer for any
tax, additional tax, interest or penalties that Cramer or any beneficiary of Cramer may incur in the event that any provision of
this Employment Agreement, or any amendment or modification hereof or thereof or any other action take with respect thereto is
deemed to violate any of the requirements of Section 409A of the Code.


 



    15


     


    

 


Section 11.          Binding Effect.


 


Neither this Employment Agreement nor any
of the rights granted in this Employment Agreement is assignable by Cramer, except that Cramer shall have the right, upon written
notice to the Company, to assign payments and royalties due or to become due to Cramer under this Agreement pursuant to an assignment
agreement in a form mutually agreed upon by Cramer and the Company which shall provide that the assignee shall not have the right
to audit the Company’s books and records related to such payments or royalties. The Company may assign this Agreement to
the Acquiror in connection with a Transaction upon written notice to Cramer (for the avoidance of doubt, nothing in this Section
11 shall alter Cramer’s rights set forth in Section 4(d)). Other than any assignment permitted in the preceding two sentences
of this Section 11, any purported assignment of this Employment Agreement or of any right granted under this Employment Agreement
shall be null and void ab initio. None of Cramer’s rights under this Employment Agreement shall be subject to any
encumbrances or the claims of Cramer’s creditors. This Employment Agreement shall be binding upon and inure to the benefit
of the Company, Cramer, and any permitted successors or assigns of the parties.


 


Section 12.          Governing Law.


 


This Employment Agreement
shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts to be
performed wholly within the state, and without regard to its conflict of laws provisions.


 


Section 13.          Severability.


 


If any provision of this Employment Agreement
including those contained in Sections 5 and 6 hereof, shall for any reason be held invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof shall not be affected or impaired thereby. Moreover, if any one
or more of the provisions of this Employment Agreement, including those contained in Sections 5 and 6 hereof, shall be held to
be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as
to be enforceable to the maximum extent allowable by applicable law. To the extent permitted by applicable law, each party hereto
waives any provision of law that renders any provision of this Employment Agreement invalid, illegal or unenforceable in any way.


 


Section 14.          Execution in Counterparts.


 


This Employment Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same
instrument.


 


Section 15.          Entire Agreement.


 


This Employment Agreement, together with the
exhibits attached hereto (including the 2018 RSU Award Letter), sets forth the entire agreement, and supersedes all prior agreements
(including without limit, the Prior Employment Agreement and preceding employment agreements) and understandings, both written
and oral, between the parties with respect to the subject matter hereof. The parties hereby acknowledge that, as of the Effective
Date, Cramer has award letters in respect of RSUs and other equity awards outstanding, including, without limitation, in respect
of RSUs granted on April 9, 2008, April 15, 2008, January 2, 2009, January 4, 2010, January 5, 2010, January 1, 2011, December
2, 2013, and January 2, 2014 which shall survive and remain in effect in accordance with their terms following the Effective Date.
For the avoidance of doubt, nothing in this Section 15 shall be read to affect Cramer’s rights to any earned but unpaid portions
of the Royalty or any other earned but unpaid compensation and benefits (e.g., vacation, equity awards, unreimbursed medical
benefits, unreimbursed expenses, indemnification rights) determined as of the Effective Date of this Employment Agreement.


 



    16


     


    

 


Section 16.          Titles and Headings.


 


Titles and headings to Sections herein are
for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation of any of the
provisions of this Employment Agreement.


 


Section 17.          No Cross-Default.


 


No default by Cramer under this Employment
Agreement shall automatically constitute a default under any other agreement with the Company.


 


Section 18.          Duty to Mitigate; Enforcement
of Employment Agreement.


 


Cramer shall have no duty to mitigate any
damages payable by the Company to Cramer hereunder. The Company shall reimburse Cramer for all reasonable legal fees and expenses
Cramer incurs in connection with enforcing or defending any issue arising under or related to this Employment Agreement, to the
extent Cramer substantially prevails with respect to such issue.


 


Section 19.          Consent to Jurisdiction.


 


Cramer and the Company hereby irrevocably
submit to the jurisdiction of any New York State or Federal court sitting in the City and County of New York in any action or proceeding
to enforce the provisions of this Employment Agreement, and waive the defense of inconvenient forum to the maintenance of any such
action or proceeding.


 


Section 20.          Other Agreements; Approvals.


 


Cramer represents and warrants that his employment
with the Company pursuant to this Employment Agreement and the performance of his duties hereunder will not violate any other agreement
to which he is a party, including without limitation any agreement between Cramer, on the one hand, and CNBC, NBC Universal or
any of their affiliates, on the other hand. The Company represents and warrants that it has the corporate power and authority to
execute, deliver and perform this Agreement, that the execution, delivery and performance of this Agreement has been duly authorized,
executed and delivered by the Company, including approval by the Company’s Board of Directors and the Compensation Committee
thereof, and that this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 



    17


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Employment Agreement as of the date first written above.





	 	 	 	 	 	 
	 	THESTREET, INC.
	 	 
	 	By:	 
	 	 	 	Name:	David A. Callaway
	 	 	 	Title:	   CEO
	 	 	 	 	 	 
	 	Address:	14 Wall Street, 15th Floor
	 	 	 	New York, NY 10005
	 	 	 	 
	 	Telephone:   212-321-5000
	 	Telecopy:     212-321-5013
	 	 
	 	Attention:  Chief Executive Officer
	 	 
	 	 
	 	James Cramer
	 	 
	 	Address:	14 Wall Street, 15th Floor
	 	 	 	New York, NY 10005
	 	 	 	 
	 	Telephone:   212-321-5000
	 	Telecopy:     212-321-5013




 



     


     


    

 


Exhibit A-1


 


Insider Trading Compliance Program: Statement of Policies
on Trading in Securities


 



    EXHIBIT A-1 


     


    

 


Exhibit A-2


 


Insider Trading Compliance
Program: Statement of Policies on Trading in Securities by Members of the Board of Directors, Officers and Certain Designated Employees


 



    EXHIBIT A-2 


     


    

 


Exhibit A-3


 


Investment Policies for Editorial Staffers


 



    EXHIBIT A-3 


     


    

 


Exhibit B


 


Confidentiality Agreement


 



    EXHIBIT B 


     


    

 


Exhibit C


 


[Intentionally Omitted]


 



    EXHIBIT C 


     


    

 


Exhibit D


 


THESTREET,
INC. AGREEMENT FOR GRANT OF


RESTRICTED STOCK UNITS
UNDER


2007 PERFORMANCE INCENTIVE
PLAN


 


January 2, 2018


 


James J. Cramer


c/o TheStreet, Inc.


14 Wall Street 15TH Floor


New York, NY 10005


 


Dear Jim:


 


This letter (the “Letter”)
sets forth the terms and conditions of the grant of Restricted Stock Units (“RSUs”) hereby awarded to
you by TheStreet, Inc. (the “Company”), in accordance with the provisions of the Company’s 2007
Performance Incentive Plan (the “Plan”) and in connection with the execution by you and the Company of
that certain Amended and Restated Employment Agreement dated effective as of January 1, 2018 (the “Employment Agreement”).


 


This award is subject to the
terms and conditions set forth in the Plan, any rules and regulations adopted by the Board of Directors of the Company or the committee
of the Board which administers the Plan (the “Committee”) that are not inconsistent with the provisions
of this Letter. Any term used in this Letter and not defined herein shall have the meaning set forth in the Plan.


 


		1.	Grant of RSUs



 


You have been granted
1,000,000 RSUs. Each RSU represents the right to receive one share of the Company’s Common Stock (“Common Stock”)
on the applicable vesting date for such RSU. No RSU may be sold, transferred, assigned, pledged or otherwise encumbered by you;
provided that the foregoing shall not affect your right to name a beneficiary under Section 13 of the Plan. Until such time as
stock certificates for the shares of Common Stock represented by the RSUs have been delivered to you in accordance with Section
4 below, you shall have none of the rights of a stockholder with respect to the Common Stock.


 



    EXHIBIT D 


     


    

 


However, this grant
includes the grant of dividend equivalents with respect to your RSUs. The Company will maintain a bookkeeping account to which
it will credit, whenever dividends (other than stock dividends for which an adjustment is made to the number of shares of Common
Stock subject to the RSUs pursuant to Section 4.4 of the Plan in the same percentage as paid on outstanding Common Stock) or distributions
are paid on the Common Stock, an amount equal to the amount of such dividend or distribution paid on a share of Common Stock for
each of your then-outstanding RSUs covered by this
Letter. The accumulated dividend equivalents will vest on the applicable vesting date for the RSU with respect to which such dividend
equivalents were credited, and will be paid in cash (or, if the dividend or distribution is paid in kind, in the same kind) at
the time a stock certificate evidencing the shares represented by such vested RSU is delivered to you. The Company shall be required
to make an equitable adjustment to the RSUs, as to the number of shares of Common Stock, or as to the kind of securities, property
or cash deliverable in satisfaction of this award, in order to recognize the impact of a stock split, stock dividend or any other
event or occurrence of the kind provided in Section 4.4 of the Plan. For the avoidance of doubt, the Company shall be required
to make an equitable adjustment in the event of a distribution on Common Stock (other than cash dividends, which are addressed
above).


 


		2.	Vesting of RSUs



 


Your RSUs will become
vested (and paid in accordance with Section 4 below) with respect to the following number(s) of shares of Common Stock on the following
date(s) as set forth below, provided that you are in the Service (as defined below) of the Company or one of its subsidiaries on
such date and the RSUs have not been forfeited in accordance with Sections 3 and 6:


 


	Date	Number of Share of Common Stock
	December 31, 2018	250,000
	December 31, 2019	250,000
	December 31, 2020	250,000
	December 31, 2021	250,000


 


For purposes hereof, you shall be considered
to be in the “Service” of the Company or one of its subsidiaries if you are an employee of the Company
(or one if its subsidiaries, as applicable) on the applicable vesting date. Except as provided in Sections 3 and 6 below, if your
Service terminates for any reason, the RSUs granted to you which have not vested shall be forfeited upon such termination of Service.


 


		3.	Termination of Service



 


		a.	Upon a Change of Control



 


In the event of the consummation of a Change
of Control, all of the unvested RSUs held by you shall become fully vested and be paid in accordance with Section 4 below.


 



    2


     


    

 


		b.	Upon an Involuntary Termination without Cause



 


In the event your employment with the Company
or one of its subsidiaries is terminated without Cause (as defined in the Employment Agreement by the Company or one of its subsidiaries,
all of the unvested RSUs held by you shall become fully vested and be paid in accordance with Section 4 below.


 


		c.	Upon a Voluntary Termination with Good Reason



 


In the event you terminate your employment with
the Company or one of its subsidiaries for Good Reason (as defined in the Employment Agreement), all of the unvested RSUs held
by you shall become vested and be paid in accordance with Section 4 below.


 


		d.	Upon Death or Disability



 


In the event your employment with the Company
or one of its subsidiaries is terminated by reason of your death or Disability (as defined below), a portion or all of the unvested
RSUs held by you shall become vested as provided below in this Section 3(d) and be paid in accordance with Section 4 below.


 


The portion of the unvested RSUs that will
vest shall be determined by (i) multiplying the full number of RSUs covered by this Letter by a fraction, the numerator of which
shall be the number of months you were employed by the Company or one of its subsidiaries after the date of this Letter (up to
a maximum of twenty-four months), and the denominator of which shall be twenty-four, and then (ii) subtracting from the resulting
sum the number of RSUs which had previously vested. As an example, and for the avoidance of doubt, if a death or Disability happens
one year after the date of this Letter, the net number of RSUs that would vest under this provision would equal (1,000,000 x 12/24)
– 250,000 (the RSUs that vested according to their normal annual vesting schedule) = 250,000.


 


For purposes of this Letter, “Disability”
shall mean physical or mental incapacity of a nature which prevents you, in the good faith judgment of the Committee, from performing
your duties and responsibilities as CEO for a period of 90 consecutive days or 150 days during any year, with each year under this
Letter commencing on each anniversary of the date hereof.


 


		4.	Delivery of Common Stock



 


Upon the vesting of your
RSUs pursuant to Sections 2 or 3 above, a certificate for the shares of Common Stock represented by your vested RSUs shall be registered
in your name and delivered to you as soon as practicable, but no later than thirty (30) days, after each of the vesting dates set
forth in Sections 2 and 3. Common Stock delivered upon the vesting of your RSUs will be fully transferable (subject to any applicable
securities law restrictions) and not subject to forfeiture, and will entitle the holder to all rights of a stockholder of the Company.


 



    3


     


    

 


At any time prior to
the vesting of your RSUs, you may elect to exchange some or all of your then-outstanding unvested RSUs for an equal number of shares
of Restricted Stock (as defined under Section 8 of the Plan) by providing at least thirty (30) days written notice to the Company
and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange
Date”). The shares of Restricted Stock shall be issued to you upon your execution of a Restricted Stock Agreement having
the same terms and conditions applicable to the Restricted Stock as are applicable herein to the RSUs for which they were substituted,
including without limitation the provisions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the
Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become
vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock;
(c) the Company shall offset from the Royalty (as defined in the Employment Agreement) or any sums otherwise due to you, the amount
of any dividends you receive with respect to shares of Restricted Stock that are not vested on the record date for the payment
of such dividends, provided that the Company shall pay such dividends to you upon the vesting of such shares of Restricted Stock;
and (d) the Company shall not make any payment to you on account of any shares of Restricted Stock that are forfeited. With respect
to any Restricted Stock you receive pursuant to this Section 4, you shall have a right to make an election pursuant to Section
83(b) of the Code to be taxed on the Exchange Date as if you were then fully vested in the shares of Restricted Stock.


 


The Company shall use
commercially reasonable efforts to cause its Registration Statement on Form S-8 (or successor form) filed with the Securities and
Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are
either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate”
of the Company, to maintain a resale prospectus thereunder (or otherwise register under the Securities Act of 1933, as amended)
the Common Stock underlying your RSUs.


 


		5.	Income Tax Withholding



 


You will be required
to pay, pursuant to such arrangements as the Company may establish from time to time, any applicable federal, state and local withholding
tax liability at the time that the value of the RSUs and/or related dividend equivalents becomes includable in your income. In
this regard, you will have the right to elect to have the minimum amount of any required tax withholding with respect to the vesting
of RSUs satisfied by having the Company withhold a number of shares of Common Stock otherwise deliverable to you in connection
with the vested RSUs having a Fair Market Value equal to such withholding tax liability.


 


For
purposes of this Letter, “Fair Market Value” of a share of Common Stock on any date shall be (i) if the
principal market for the Common Stock is a national securities exchange, the closing sales price per share of the Common Stock
on such day as reported by such exchange or on a consolidated tape reflecting transactions on such exchange, or (ii) if the principal
market for the Common Stock is not a national securities exchange, the closing average of the highest bid and lowest asked prices
per share of Common Stock on such day as reported by the market upon which the Common Stock is quoted, or an independent dealer
in the Common Stock, as determined by the Company in good faith; provided, however, that if clauses (i) and (ii) are all inapplicable,
or if no trades have been made and no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined
by the Committee in good faith by any method consistent with applicable regulations adopted by the United States Treasury Department
relating to stock options or stock valuation.


 



     


     


    

 


		6.	Forfeiture Events and Claw-Back



 


Notwithstanding anything
else in this Letter, all RSUs that have not been paid to you by delivery (in the case of your voluntary termination without Good
Reason, that have not been vested rather than have not been delivered) of the underlying shares of Common Stock as required by
Section 4 prior to January 1, 2022 shall be forfeited without payment (regardless of the vested status of the RSUs) if any one
of the following occurs prior to delivery as required by Section 4 (vesting, in the case of your voluntary termination without
Good Reason) of the shares of Common Stock underlying the RSUs: (i) the Company involuntarily terminates your employment under
the Employment Agreement for Cause; (ii) you voluntarily terminate your employment under the Employment Agreement without Good
Reason; or (iii) you breach any of the covenants set out in Sections 5 or 6 of the Employment Agreement (“Restrictive
Covenants”). The Company reserves the right (as provided below) to claw-back shares of Common Stock delivered under this
Letter if you violate any of the Restrictive Covenants within eighteen (18) months after the vesting of such shares of Common Stock.
If the Committee determines, in its good faith discretion, that all or some portion of the shares of Common Stock delivered to
you will be clawed-back, then you shall be required to repay to the Company an equal number of shares of Common Stock to that so
delivered to you or, at your option, cash equal to the Fair Market Value at the date of delivery to you of such shares of Common
Stock or a combination of shares of Common Stock having a Fair Market Value on the date of repayment equal to the Fair Market Value
of such shares at the date of delivery thereof to you and such cash, in each case reduced by the amount of taxes paid by you with
respect to the vesting, delivery and sale of such shares. In addition to any other remedy available to the Company under applicable
law, the Company shall have the right to offset any other amounts payable to you by the amount of any required repayment by you
which has not been repaid. Notwithstanding the foregoing provisions of this Section 6, the Company may not affect any forfeiture
of RSUs or clawback of shares of Common Stock based on a breach of the Restrictive Covenants unless, after providing you notice
of its intent to so exercise such right, any such breach remains uncured after 30 days from the date you receive such notice.


 


		7.	[intentionally omitted]



 


		8.	No Guarantee of Continuation of Service



 


This grant of RSUs does
not constitute an assurance of continued Service for any period or in any way interfere with the Company’s right to terminate
your Service.


 


		9.	Administration



 


The Committee has the
sole power to exercise its good faith judgment to interpret the Plan and this Letter and to act upon all matters relating this
grant to the extent provided in the Plan and not inconsistent with the terms of this Letter. Any decision, determination, interpretation,
or other action taken pursuant to the provisions of the Plan and this Letter by the Committee shall be final, binding, and conclusive.


 



     


     


    

 


		10.	Amendment; Section 409A



 


The Committee may from
time to time amend the terms of this grant in accordance with the terms of the Plan in effect at the time of such amendment, but
no amendment which is unfavorable to you can be made without your written consent.


 


The Plan is of unlimited
duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment,
termination or discontinuance of the Plan will unfavorably affect this grant.


 


Notwithstanding anything
herein to the contrary, this Letter and the RSUs issued hereunder are intended not to be governed by or to be in compliance with
Section 409A of the Code. To the extent applicable, this Letter and the RSUs shall be interpreted in accordance with Section 409A
of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including, without limitation,
any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding the foregoing, the Committee expressly
reserves the right to amend the terms of the Plan and this grant with your consent which shall not be unreasonably withheld to
the extent it determines that such amendment is necessary or desirable to comply with Section 409A of the Code, subject however
to the right provided in your Employment Agreement to require the Company to make commercially reasonable adjustments requested
by you in a manner which maintain the basic financial provisions of the Employment Agreement, for the purposes of avoiding the
application of, or otherwise to comply with the provisions of, Section 409A of the Code.


 


Notwithstanding anything
in this Letter, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code and you are not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder
that are “deferred compensation” subject to Section 409A of the Code shall be made to you prior to the date that is
six (6) months after the date of your “separation from service” (as defined in Section 409A of the Code) or, if earlier,
the date of your death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum
on the earliest permissible payment date. For purposes of Section 409A of the Code, each of the payments that may be made to you
hereunder are designated as separate payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii)
and 1.409A-1(b)(9)(v)(B).


 



     


     


    

 


		11.	Notices



 


Unless otherwise provided
herein, any notice, exercise of rights or other communication required or permitted to be given hereunder shall be in writing and
shall be given by overnight delivery service such as Federal Express or personal delivery against receipt, or mailed by registered
or certified mail (return receipt requested), to the party to whom it is given at, in the case of the Company, Chief Executive
Officer, TheStreet, Inc., 14 Wall Street, 15th Floor, New York, NY 10005, or, in the case of you, at your principal residence address
as then reflected on the records of the Company or such other address as such party may hereafter specify by notice to the other
party hereto. Any notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted
by telecopy or like transmission or on the next business day after sent by overnight delivery service for next business day delivery
or on the fifth business day after sent by registered or certified mail.


 


		12.	Representations



 


The
Company hereby represents and warrants that the execution and delivery of this Letter and the performance by the Company of its
obligations hereunder have been duly authorized by all necessary corporate action of the Company.


 


		13.	Amendment



 


This Letter may be amended only by a written agreement
signed by the parties hereto.


 


		14.	Binding Effect



 


This Letter shall be binding
upon and inure to the benefit of the Company and any successor organization which shall succeed to the Company by merger or consolidation
or operation of law, or by acquisition of all or substantially all of the assets of the Company.


 


		15.	Governing Law



 


This Letter shall be
governed by and construed in accordance with the internal laws of the State of New York applicable to contracts to be performed
wholly within the state and without regard to its conflict of laws provisions that would defer to the laws of another jurisdiction,
except to the extent the laws of the State of Delaware mandatorily govern.


 


		16.	Severability



 


If any provision of this
Letter shall for any reason be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof shall not be affected or impaired thereby. Moreover, if any one or more of the provisions of this Letter shall
be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing
them so as to be enforceable to the maximum extent allowable by applicable law. To the extent permitted by applicable law, each
party hereto waives any provision of law that renders any provision of this Letter invalid, illegal or unenforceable in any way.


 


		17.	Execution in Counterparts



 


This Letter may be executed
in one or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same
instrument.


 



     


     


    

 


		18.	Entire Agreement



 


This Letter, together
with the Employment Agreement between the Company and you dated the same date as this Letter and award agreements entered into
by and between you and the Company with respect to outstanding incentive awards and incentive awards granted on or before the date
hereof, sets forth the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof and thereof.


 


		19.	Titles and Headings



 


Titles and headings to
Sections herein are for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation
of any of the provisions of this Letter.


 


		20.	Consent to Jurisdiction



 


The parties hereto each
hereby irrevocably submit to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan,
City of New York in any action or proceeding to enforce the provisions of this Letter, and waives the defense of inconvenient forum
to the maintenance of any such action or proceeding.


 


This Letter contains the formal
terms and conditions of your award and accordingly should be retained in your files for future reference. The Company may require
you to provide evidence of your acknowledgment of this Letter using such means of notification as may be communicated to you by
the Company or its service provider.


	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 
	 	 	THESTREET, INC.
	 	 	 
	 	 	By:	 
	 	 	Name:	David A. Callaway	 
	 	 	Title:	    CEO	 
	 	 	 	 	 	 	 
	AGREED TO AND ACCEPTED:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	James J. Cramer