Exhibit
10.3 


 


Execution
Version 







 





REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of November 10, 2017, by and among
TheStreet, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain
Securities Purchase Agreement, dated as of November 10, 2017 (the “Purchase Agreement”), by and among the Company
and the Investors (as defined below). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase
Agreement unless otherwise defined herein.


 


The
parties hereby agree as follows:


 


1.          Certain
Definitions.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“1933
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Common
Stock” means the Company’s common stock, par value $0.01 per share, and any securities into which such shares
may hereinafter be reclassified.


 


“Investors”
means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent
holder of any Registrable Securities.


 


“Prospectus”
means (i) any prospectus (preliminary or final) included in any Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under
the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration
Statement or document.


 


“Registrable
Securities” means (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for
the Shares, whether by merger, charter amendment or otherwise; provided, that, a security shall cease to be a Registrable
Security (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act or (B) such
security becoming eligible for sale without restriction by the Investors pursuant to Rule 144 and without the requirement for
the Company to be in compliance with Rule 144(c)(1).


 



     


     


    

 





“Registration
Statement” means any registration statement, including, without limitation, any Additional Registration Statement (as
defined below), of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to
the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration Statement.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


2.            Registration.


 


(a)         Registration
Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement
(the “Closing Date”) but no later than ninety (90) days after the Closing Date (the “Filing Deadline”),
the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available
to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable
Securities provided that the Company undertakes to register the Registrable Securities on Form S-3 as soon as reasonably practicable
after such form becomes available, and, subject to Section 3(a) hereof, the Company shall maintain the effectiveness of the Registration
Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC) covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration
Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no
Investor shall be named as an “underwriter” in the Registration Statement without such Investor’s prior written
consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of
Common Stock or other securities for the account of any other holder without the prior written consent of the Investors, except
for the TCV Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its
filing or other submission. By 9:30 a.m. New York time on the second Business Day following the date the Registration Statement
is declared effective by the SEC, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final
prospectus to be used in connection with sales pursuant to such Registration Statement.


 


(b)         Expenses.
The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including filing and
printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities
for sale under applicable state securities laws, listing fees, reasonable fees and expenses of one counsel to the Investors up
to an aggregate of $10,000 and the Investors’ other reasonable expenses in connection with the registration (collectively,
the “Registration Expenses”), but excluding discounts, commissions, fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals and stock transfer taxes with respect to the Registrable Securities
being sold and legal expenses not included within the definition of Registration Expenses (collectively, the “Selling
Expenses”).


 



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(c)           Effectiveness.


 


(i)        The
Company shall use commercially reasonable efforts to have the Registration Statement declared effective within the earliest of
(x) one hundred twenty (120) days after the initial filing date of such Registration Statement, (y) one hundred twenty (120) days
after the Filing Deadline and (z) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever
is earlier) by the SEC that the Registration Statement will not be reviewed or will not be subject to further review (such date,
the “Effectiveness Deadline”); provided, however, that if the Effectiveness Deadline falls on a Saturday, Sunday
or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which
the SEC is open for business. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in
any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide
the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities
covered thereby.


 


(ii)       For
not more than fifteen (15) consecutive days, provided the first day of any such period be at least five (5) days after the last
day of any such prior period, or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company
may following the date a Registration Statement is declared effective by the SEC, suspend the use of any Prospectus included in
any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such
suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure
of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement
the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an
“Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the
commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any
material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under
the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed
Delay as promptly as practicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver
unlegended shares of Common Stock to a transferee of an Investor in accordance with the Purchase Agreement in connection with
any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor’s
receipt of the notice of an Allowable Delay and for which the Investor has not yet settled.


 



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(d)         Rule
415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in
a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the
1933 Act, requires any Investor to be named as an “underwriter” or otherwise requires the Company to limit the number
of shares eligible to be registered on the Registration Statement, the Company shall use its best efforts to persuade the SEC
that, as applicable, the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering
“by or on behalf of the issuer” as defined in Rule 415, that none of the Investors is an “underwriter”
or that the number of shares the Company is eligible to register on the Registration Statement should not be so limited. The Investors
shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the
SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto.
No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that,
despite the Company’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its
position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut
Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable
Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the
“SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor
as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cutback
imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis, unless
the Investors otherwise agree in writing. In the event the Company amends the Registration Statement in accordance with the foregoing,
the Company shall on the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities
registered under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the date the
immediately preceding Registration Statement filed with respect to the Registrable Securities is declared effective by the SEC
(the “Additional Filing Deadline”), file additional
Registration Statements (each, an “Additional Registration Statement”) successively trying to register on each
such Additional Registration Statement the maximum number of remaining Registrable Securities until all remaining Registrable
Securities not previously included in an effective Registration Statement has been registered with the SEC. The Company shall
use commercially reasonable efforts to have each Additional Registration Statement declared effective by the Commission as soon
as practicable, but in no event later than the earliest of (x) one hundred twenty (120) days after the initial filing date of
the immediately preceding Registration Statement filed with respect to the Registrable Securities, (y) one hundred twenty (120)
days after the Additional Filing Deadline and (z) the fifth (5th) Business Day after the date the Company is notified (orally
or in writing, whichever is earlier) by the SEC that the such Additional Registration Statement will not be reviewed or will not
be subject to further review (such date, the “Additional Effectiveness Deadline”); provided, however, that
if the Additional Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional
Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business. By 9:30 a.m. New York
time on the second Business Day following the date an Additional Registration Statement is declared effective by the SEC, the
Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Additional Registration Statement.


 



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(e)           Right
to Underwritten Offering.


 


(i)        Upon
written notice (a “Demand Notice”) on one occasion after the Registration Statement has been declared effective
by the SEC, Investors owning a majority of the then-outstanding Registrable Securities registered thereon may request to sell
all or any portion of such Registrable Securities in an underwritten offering that is registered pursuant to such Registration
Statement (an “Underwritten Shelf Takedown”). The Demand Notice shall specify the approximate number of Registrable
Securities to be offered in the Underwritten Shelf Takedown.


 


(ii)       The
Investors holding the Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter
or underwriters to administer the offering (which shall consist of one or more reputable nationally recognized investment banks),
subject to the Company’s approval which shall not be unreasonably withheld, conditioned or delayed. Such Investors and the
Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company
with the underwriter or underwriters selected for such underwriting.


 


(iii)      The
Company shall not include in the Underwritten Shelf Takedown any securities that are not Registrable Securities. If the managing
underwriter or underwriters for such Underwritten Shelf Takedown advise the Company in writing that in their opinion the number
of Registrable Securities to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities which
can be sold in an orderly manner in such offering within a price range acceptable to the Investors holding a majority of the Registrable
Securities requested to be included in the Underwritten Shelf Takedown, the Company shall include in such Underwritten Shelf Takedown
the maximum number of Registrable Securities which in the opinion of such managing underwriters can be so sold, allocated pro
rata, unless the Investors otherwise agree in writing, among the respective holders of such Registrable Securities on the basis
of the number of Registrable Securities requested to be included therein by each such Investor.


 


(iv)      The
Investors shall have the right to have any Underwritten Shelf Takedown initiated by them under Section 2(e)(i) terminated
or withdrawn prior to the effectiveness thereof; provided, however, that the Investors shall pay all Selling Expenses
incurred by the them in connection therewith and, unless such termination or withdrawal was effected by the Investors primarily
(x) as a result of the Company taking, or failing to take, any action that would be reasonably expected to cause the Investors
to effect such termination or withdrawal under this Section 2(e)(iv) or (y) because the lead managing underwriter(s) advise(s)
the Company that the amount of Registrable Securities to be sold in such offering should be reduced pursuant to Section 2(e)(iii)
by more than ten percent (10%) of the Registrable Securities to be included in such Underwritten Shelf Takedown, shall promptly
reimburse to the Company any Registration Expenses incurred by the Company in connection therewith. If the Investors cause an
Underwritten Shelf Takedown to be terminated or withdrawn in accordance with this Section 2(e)(iv), they shall again be
entitled to exercise their demand right pursuant to Section 2(e)(i).


 



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3.            Company
Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities
in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible: 




 





(a)         use
commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective
for a period that will terminate upon the earliest of (i) the date that is two (2) years after the date such Registration Statement
is declared effective by the SEC, (ii) the date on which all Registrable Securities covered by such Registration Statement as
amended from time to time, have been sold or otherwise disposed of pursuant to the Registration Statement or in a transaction
in which the transferee receives freely tradable shares and (iii) the date on which the Registrable Securities no longer constitute
“Registrable Securities” pursuant to the definition thereof (the “Effectiveness Period”), and advise
the Investors in writing when the Effectiveness Period has expired;


 


(b)         prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and
the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with
the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered
thereby and, in the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to
this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form
8-K or any analogous report under the 1934 Act, the Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report
is filed which created the requirement for the Company to amend or supplement such Registration Statement;


 


(c)         provide
copies to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements
thereto no fewer than five (5) Business Days prior to their filing with the SEC and not file with the SEC any such document or
request the acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto to which such
counsel reasonably objects;


 


(d)         furnish
to the Investors and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC,
or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the
case may be) one (1) copy of any Registration Statement and any amendment thereto, each Prospectus and each amendment or supplement
thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence
from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion thereof which
contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus
and all amendments and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor that are covered by the related Registration Statement;


 


(e)         use
commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if
such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 



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(f)          prior
to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify, or cooperate with
the Investors and their counsel in connection with the registration or qualification of, unless an exemption from registration
or qualification applies, such Registrable Securities for offer and sale under the securities or blue sky laws of all applicable
jurisdictions in the United States and do any and all other commercially reasonable acts or things necessary or advisable to enable
the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however,
that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general
taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general
consent to service of process in any such jurisdiction;


 


(g)         use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)         promptly
notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing, and prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may
be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
By 9:30 a.m. New York time on the second Business Day following the date any post-effective amendment has become effective, the
Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Registration Statement;


 


(i)          otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the
1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment
thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during
the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors
are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make generally available
(within the meaning of Rule 158 under the 1933 Act) to its security holders, as soon as reasonably practicable, but not later
than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning
after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a)
of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability
Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration
Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability
Date” means the 90th day after the end of such fourth fiscal quarter);


 



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(j)          with
a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the
holders thereof pursuant to Rule 144 or any other rule of similar effect and without the requirement for the Company to be in
compliance with Rue 144(c)(1) and (B) such date as all of the Registrable Securities shall have been resold pursuant to a Registration
Statement, Rule 144 or otherwise in a transaction in which the transferee receives freely tradable shares; (ii) file with the
SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor
upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied
with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule
or regulation of the SEC that permits the selling of any such Registrable Securities without registration;


 


(k)         if
reasonably requested by an Investor, as soon as practicable after receipt of notice from such Investor (i) incorporate in a prospectus
supplement or post-effective amendment such information as an Investor reasonably requests to be included therein, but only as
to which information counsel to the Company agrees (which agreement shall not be unreasonably withheld, conditioned or delayed),
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested by an
Investor holding any Registrable Securities;


 


(l)          deliver,
within three (3) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the
SEC, and cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC; and







 


(m)        in
the event that the Registrable Securities are being offered in an Underwritten Shelf Takedown, (i) furnish to the Investors participating
in such offering and to the underwriters of the Registrable Securities being offered such reasonable number of copies of the Registration
Statement, Prospectuses and such other documents as such underwriters may reasonably request in order to facilitate the public
offering of such securities; (ii) enter into and perform its obligations under an underwriting agreement in connection with an
Underwritten Shelf Takedown and participate and cooperate with the underwriters in connection with any road show or marketing
activities customary for an underwritten public offering; and (iii) use reasonable best efforts to furnish, on the date that such
Registrable Securities are delivered to the underwriters for sale, (A) an opinion, dated as of such date, of the legal counsel
representing the Company (which may be in-house counsel, if acceptable to the managing underwriters selected for such Underwritten
Shelf Takedown) for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters and such Investors, and (B) a letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the underwriters and such Investors.


 



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4.            Due
Diligence Review; Information. The Company shall make available, during normal business hours, upon reasonable advance notice,
for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated
with the Investors and who are reasonably acceptable to the Company) or underwriters participating in an Underwritten Shelf Takedown,
all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all
other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause
the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably
requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including,
without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and
from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors
and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing
due diligence with respect to the Company and the accuracy of such Registration Statement.


 


The
Company shall not disclose any Confidential Information (as defined in the Purchase Agreement) or material nonpublic information
to the Investors, or to advisors to or representatives of the Investors, or to underwriters participating in an Underwritten Shelf
Takedown unless prior to disclosure of such information the Company identifies such information as being Confidential Information
or material nonpublic information or both and provides the Investors, such advisors and representatives and such underwriters
with the opportunity to accept or refuse to accept such information for review and any such Investor, advisor, representative
or underwriter wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect
thereto.


 


5.             Obligations
of the Investors.


 


(a)         Each
Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and
the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company
shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the
Registrable Securities included in the Registration Statement. An Investor shall provide such information to the Company at least
two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have
any of the Registrable Securities included in the Registration Statement.


 



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(b)         Each
Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified
the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)         Each
Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant
to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities,
until the Investor is advised by the Company that such dispositions may again be made.


 


(d)         No
Investor may participate in an Underwritten Shelf Takedown hereunder unless such Investor (i) agrees to sell such Investor’s
Registrable Securities on the basis provided in any underwriting arrangements in customary form entered into pursuant to this
Agreement and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements; provided that no Investor proposed to
be included in any Underwritten Shelf Takedown shall be required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding (1) such Investor’s ownership of its Registrable Securities
to be sold or transferred, (2) such Investor’s power and authority to effect such transfer and (3) such matters pertaining
to compliance with securities laws as may be reasonably requested, including as to possessing no non-public information about
the Company that is the basis upon which such sale is being made) or to undertake any indemnification obligations to the Company
with respect thereto, except as otherwise provided in Section 6(b) hereof, or to the underwriters with respect thereto,
except to the extent of the indemnification being given to the Company and its controlling persons in Section 6(b) hereof.







 


6.          Indemnification.


 


(a)         Indemnification
by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, managers,
partners, trustees, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within
the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject
under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material
fact contained in any Registration Statement, any Prospectus, or any amendment or supplement thereof; (ii) any blue sky application
or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company
filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission
or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary to make the
statements therein not misleading; or (iv) any violation or alleged violation by the Company or its agents of any rule or regulation
promulgated under the 1933 Act or any state securities law applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration, and will reimburse such Investor, and each such officer, director
or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished
by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.


 



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(b)         Indemnification
by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning
of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from
any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement
or Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but
only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor
to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In
no event shall the liability of an Investor be greater in amount than the dollar amount of the net proceeds received by such Investor
upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 


(c)         Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such
indemnified parties. No indemnifying party will (i), except with the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect of such claim or litigation and (ii) be liable for any settlement
entered into without the indemnifying party’s prior written approval, such approval not to be unreasonably conditioned,
withheld or delayed.


 



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(d)         Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act
shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the net proceeds received by it
upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


7.             Miscellaneous.


 


(a)         Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investors.


 


(b)         Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 8.5 of the
Purchase Agreement.


 


(c)         Assignments
and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors
and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one
or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person,
provided that such Investor complies with all laws applicable thereto, the terms and conditions of the Purchase Agreement
applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.


 


(d)         Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Investors; provided, however, that in the event that the Company is a party
to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted
into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue
of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall
be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities
received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors
after giving effect to such transaction.


 



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(e)         Benefits
of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)          Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may be delivered via facsimile or other form of electronic
communication, which shall be deemed an original.


 


(g)         Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


(h)         Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction so long as this Agreement
as so modified continues to express, without material change, the original intentions of the parties as to the subject matter
hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair
the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise
be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).. To the extent permitted by applicable law and subject to the foregoing, the parties hereby waive any provision
of law which renders any provisions hereof prohibited or unenforceable in any respect.


 


(i)          Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


(j)          Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 



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(k)         Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York applicable to contracts made in and to be performed in that state, without regard to
the conflicts of law principles thereof, to the extent such principles would require or permit the application of the laws of
another jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State
of New York located in New York County and the United States District Court for the Southern District of New York for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world
by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO OR ARISING
OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
THIS WAIVER.


 


[signature
page follows]


 









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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement or caused their duly authorized officers to execute
this Registration Rights Agreement as of the date first above written.


 


	The Company:	THESTREET, INC.
	 	 	 
	 	By:	 	/s/ David
    A. Callaway
	 	Name:	David A. Callaway
	 	Title:	Chief Executive Officer


 





[Signature
Page to TheStreet, Inc. Registration Rights Agreement] 







 






     


     


    




 





	The Investors:	180 Degree Capital Corp.
	 	 	 
	 	By:	 	/s/
    Daniel Wolfe 
	 	Name:	Daniel Wolfe
	 	Title:	President
	 	 	 
	 	TheStreet SPV Series, a limited
    liability company series of 180 Degree Capital Management, LLC
	 	 	 
	 	By:	 	/s/ Daniel Wolfe 
	 	Name:	Daniel Wolfe
	 	Title:	President,
        180 Degree Capital Corp. Managing Member 



  





[Signature
Page to TheStreet, Inc. Registration Rights Agreement] 







 









     


     


    

 


Exhibit
A


 


Plan
of Distribution


 


The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.


 


The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:


 


		●	on
                                         any national securities exchange or quotation service on which the securities may be
                                         listed or quoted at the time of sale;



 


		●	in
                                         the over-the-counter market;



 


		●	in
                                         transactions otherwise than on these exchanges or systems or in the over-the-counter
                                         market;



 


		●	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		●	block
                                         trades in which the broker-dealer will attempt to sell the shares as agent, but may position
                                         and resell a portion of the block as principal to facilitate the transaction;



 


		●	purchases
                                         by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		●	an
                                         exchange distribution in accordance with the rules of the applicable exchange;



 


		●	through
                                         distribution by a selling stockholder or its successor in interest to its members, general
                                         or limited partners or shareholders (or their respective members, general or limited
                                         partners or shareholders);



 


		●	“at
                                         the market” transactions to or through market makers or into an existing market
                                         for our common stock;



 


		●	one
                                         or more underwritten offerings on a firm commitment or best efforts basis;



 


		●	privately
                                         negotiated transactions;



 



     A-1


     


    

 





		●	short
                                         sales effected after the date the registration statement of which this prospectus is
                                         a part is declared effective by the SEC;



 


		●	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



 


		●	broker-dealers
                                         may agree with the selling stockholders to sell a specified number of such shares at
                                         a stipulated price per share;



 


		●	a
                                         combination of any such methods of sale; and



 


		●	any
                                         other method permitted by applicable law.



 


The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 


In
connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.


 


The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.


 



     A-2


     


    

 





The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the prospectus delivery requirements of the Securities Act.


 


To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.


 


In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.


 


We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.


 


We
have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.


 


We
have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective
until the earliest of (i) the date that is two (2) years after the date such registration statement has been declared effective
by the SEC, (ii) the date that such securities become eligible for resale without volume or manner-of-sale restrictions and without
current public information pursuant to Rule 144 and certain other conditions have been satisfied and (iii) the date on which all
of the securities have been sold or otherwise disposed of pursuant to the registration statement of which this prospectus forms
a part or in a transaction in which the transferee receives freely tradable shares.


 



     A-3