Exhibit 10.4


STOCK PURCHASE AGREEMENT


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



RECITALS


          WHEREAS,
prior to entering into an offer letter and other employment arrangements to
become the President and Chief Executive Officer of the Company, the Purchaser
was not an employee or director of the Company;


          
WHEREAS, as a material inducement for the Purchaser to enter into employment
arrangements with the Company relating to the foregoing, the Company desires to
sell to the Purchaser and the Purchaser desires to purchase from the Company
75,000 shares (the “Shares”) of
the Company’s common stock, par value $0.01 (the “Common Stock”), to the Purchaser; and 


          WHEREAS,
the Company’s independent compensation committee of the Board of Directors has
determined that it is in the best interest of the Company to sell the Shares to
the Purchaser pursuant to this Agreement. 


          NOW,
THEREFORE, in consideration of the foregoing and the covenants and
representations contained in this Agreement, the parties agree as follows: 


AGREEMENT


          1.
Purchase and Sale of Stock. Subject to the terms and conditions of this
Agreement, the Purchaser agrees to purchase from the Company and the Company
agrees to sell the Shares to the Purchaser (such purchase and sale, the
“Purchase”) at a purchase price per Share equal to the closing sale price per
share of the Common Stock as reported on The Nasdaq Stock Market (“Nasdaq”) on
the date hereof, or $1.80 per share (the aggregate purchase price for the
Shares, the “Purchase Price”). 


          2.
Closing. The Company shall deliver to the Purchaser a certificate
representing the Shares against payment of the Purchase Price therefor by check
or immediately available funds.


          3.
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser that: 


          3.1
Authorization. All corporate action on the part of the Company necessary
for the authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company hereunder, and the authorization,
issuance, sale and delivery of the Shares has been taken, and this Agreement
constitutes a valid and legally binding obligation of the Company, enforceable
in accordance with its terms. 


          3.2
Valid Issuance of Common Stock. The Shares, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid, and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer under applicable state and federal securities laws. 


          3.3
Offering. Subject in part to the truth and accuracy of the Purchaser’s
representations set forth in Section 4 of this Agreement, the offer, sale
and issuance of the Shares as contemplated by this Agreement are exempt from
the registration requirements of any applicable state and federal securities
laws, and neither the 


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Company nor
any authorized agent acting on its behalf will take any action hereafter that
would cause the loss of such exemption. 


          4.
Representations and Warranties of the Purchaser. Purchaser hereby
represents, warrants and acknowledges that: 


          4.1
Authorization. Purchaser has full power and authority to enter into this
Agreement and the Agreement constitutes her valid and legally binding
obligation, enforceable in accordance with its terms. 


          4.2
Purchase Entirely for Own Account. This Agreement is made with Purchaser
in reliance upon Purchaser’s representation to the Company, which by
Purchaser’s execution of this Agreement Purchaser hereby confirms, that the
Shares will be acquired for investment for Purchaser’s own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, and that Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this Agreement,
Purchaser further represents that Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to any
of the Shares. 


          4.3
Accredited Purchaser. Purchaser is an “accredited investor” within the
meaning of Rule 501 under the Securities Act of 1933, as amended (the “Act”),
as presently in effect. 


          4.4
Restricted Shares; Company Information. Purchaser understands that the
Shares are characterized as “restricted securities” under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. Purchaser represents that she
is familiar with Rule 144 under the Act, as presently in effect, and
understands the resale limitations imposed thereby and by the Act. Purchaser
hereby acknowledges and confirms that she (i) has had an opportunity to ask
questions and receive answers from the Company regarding the Shares, (ii) has
been furnished with, and/or has access to, such information as she considers
necessary or appropriate about the Company and the Shares, (iii) has relied
upon the advice of her own legal counsel, tax advisors, and/or investment
advisors in connection with her purchase of the Shares and (iv) understands
that she may be required to hold the Shares indefinitely, unless the Shares are
subsequently registered under the Securities Act and a related prospectus is
available for use or an exemption from such registration is available.


          4.5
Legends. Purchaser understands that the certificates evidencing the
Shares will bear the following or substantially similar legend: 


	
 

	
 


	
 

	
These securities have not been registered under the Securities Act of
1933, as amended. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with
respect to the securities under such Act or an opinion of counsel
satisfactory to the Company that such registration is not required or unless
sold pursuant to Rule 144 of such Act. 





          5.
Miscellaneous. 


          5.1
Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Delaware as applied to agreements among Delaware
residents entered into and to be performed entirely within Delaware. 


          Counterparts. 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.


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          5.3
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 Purchaser. 


          5.4
Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and no party shall be liable
or bound to any other party in any manner by any warranties, representations,
or covenants except as specifically set forth herein or therein. 


	
 

	
 


	
 

	
5.5 Absence
of Presumption. The parties understand and agree that each and every term
and provision of this Agreement has been mutually negotiated, prepared and
drafted, and if at any time the parties hereto desire or are required to
interpret or construe any such term or condition or any agreement or
instrument subject hereto, no consideration will be given to the issue of
which party hereto actually prepared, drafted or requested any term or
condition of this Agreement or any agreement or instrument subject hereto.





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


	
 

	
 

	
 

	
 


	
 

	
THESTREET,
INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ William
R. Gruver


	
 

	
 

	





	
 

	
 

	
Name:

	
William R.
Gruver


	
 

	
 

	
Title:

	
Chair,
Compensation Committee


	
 

	
 

	
 


	
 

	
/s/
Elisabeth DeMarse


	
 

	





	
 

	
                          ELISABETH
DEMARSE





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