{"id":43581,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/securities-purchase-agreement-thestreet-com-inc-go2net-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"securities-purchase-agreement-thestreet-com-inc-go2net-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/securities-purchase-agreement-thestreet-com-inc-go2net-inc.html","title":{"rendered":"Securities Purchase Agreement &#8211; TheStreet.com Inc., Go2Net Inc. and Vulcan Ventures Inc."},"content":{"rendered":"<pre>                               THESTREET.COM, INC.\n\n                          SECURITIES PURCHASE AGREEMENT\n\n                           DATED AS OF AUGUST 7, 2000\n\n\n\n\n\n\n\n\n\n                          SECURITIES PURCHASE AGREEMENT\n\n         THIS SECURITIES PURCHASE AGREEMENT is entered into as of August 7,\n2000, by and among TheStreet.com, Inc., a Delaware corporation (the \"Company\");\nGo2Net, Inc., a Delaware corporation (\"Go2Net\"); and Vulcan Ventures Inc., a\nWashington corporation (\"Vulcan,\" and at times together with Go2Net, the\n\"Purchasers\").\n\n         WHEREAS, the Purchasers have indicated a desire to purchase from the\nCompany 1,340,334 shares of the Company's common stock, $0.01 par value per\nshare (\"Common Stock\"); and\n\n         WHEREAS, the Company has indicated a desire to sell such shares of\nCommon Stock to the Purchasers and to grant to each Purchaser an option to\npurchase additional shares of Common Stock and the Company has agreed, in\ncertain cases, to register such securities under the Securities Act (as such\nterm is defined herein) on the terms set forth herein.\n\n         NOW, THEREFORE, for and in consideration of the mutual consents and\nagreements herein contained, the parties hereto do hereby covenant and agree as\nfollows:\n\n                                    ARTICLE I\n\n                           PURCHASE AND SALE OF SHARES\n\n         1.1      PURCHASE AND SALE. Subject to the terms and conditions\nhereinafter set forth, at the Closing (as defined below) the Company shall issue\nand sell to the Purchasers and the Purchasers shall purchase from the Company,\n1,340,334 shares (the \"Purchased Shares\") of the Common Stock, at a price per\nshare equal to the average of the closing prices for shares of Common Stock sold\non the Nasdaq National Market for each of the ten (10) trading days immediately\nprior to the Closing Date (as such term is defined in Section 1.3), which amount\nshall equal $5.56 per share, payable as provided in Section 1.3. The number of\nPurchased Shares to be purchased by each Purchaser is set forth opposite each\nPurchaser's name on Schedule 1.1 attached hereto. The Common Stock shall have\nthe rights, terms and privileges set forth in the Company's Certificate of\nIncorporation. Terms used herein as defined terms that are not defined in the\ncontext hereof shall have the meaning set forth in Article VIII.\n\n         1.2      OPTION.\n\n                  (a)      Subject to the terms and conditions hereinafter set\nforth and effective as of the Closing, the Company hereby (i) grants Go2Net an\noption (the \"Go2Net Option\") to purchase from it up to an additional number of\nshares of Common Stock equal to 7.45% of the then issued and outstanding shares\nof Common Stock as of the date of the Option Closing (as such term is defined\nherein) (the \"Go2Net Option Shares\") and (ii) grants Vulcan an option (together\nwith the Go2Net Option, the \"Options\") to purchase from it up to an additional\nnumber \n\n\n\n\n\nof shares of Common Stock equal to 7.45% of the then issued and\noutstanding shares of Common Stock as of the date of the Option Closing\n(together with the Go2Net Option Shares, the \"Option Shares\"), in each case at\nan exercise price of $13.50 per share (the \"Exercise Price\"). The options are\nexercisable from the Closing Date and shall expire on the six (6) month\nanniversary of the Closing Date (the \"Expiration Date\"), unless the Call Notice\n(as defined below) has been delivered in accordance with Section 1.2(b) prior to\nmidnight (New York time) on such date, subject to extension as provided in the\nlast sentence of Section 1.2(b). Purchasers may assign or transfer the Options\nonly to a Permitted Transferee or with the written consent of the Company, which\nshall not unreasonably be withheld.\n\n                  (b)      In order to exercise any Option, the applicable\nPurchaser shall give a written notice to the Company of such Purchaser's\nelection to exercise such Option in whole or in part from time to time (the\n\"Call Notice\") which notice shall state the number of Option Shares as to which\nthe Option is being exercised. The closing of the purchase and sale of the\napplicable Option Shares (an \"Option Closing\") shall take place at the offices\nof the Company ten (10) business days following exercise of the Option, subject\nto extension as provided in the last sentence of this Section 1.2(b). At the\napplicable Option Closing, the Company shall deliver (i) the applicable Option\nShares in the form of a certificate issued in the applicable Purchaser's name or\nthe name of any transferee who received the Option in accordance with the last\nsentence of Section 1.2(a) (bearing the legend required by Section 4.2 hereof)\ntogether with any other stock or other securities and property (including cash,\nwhere applicable) to which such Purchaser is entitled upon such exercise\npursuant to this Section 1.2 or otherwise and (ii) written confirmation by the\nCompany that the representatives and warranties of the Company are true and\ncorrect (unless otherwise stated in such written confirmation) as if made on the\ndate of such Option Closing upon receipt by the Company of payment of (x) the\nExercise Price for each applicable Option Share by or on behalf of such\nPurchaser to the Company, and (y) written confirmation by such Purchaser that\nthe representatives and warranties of such Purchases contained in Section 4.1\nhereof are true and correct as if made on the date of such Option Closing.\n\n                  The Exercise Price shall be paid by certified check or by wire\ntransfer of immediately available funds to a bank account designated by the\nCompany.\n\n                  The obligation of the Company and the applicable Purchaser to\nproceed with the Option Closing shall be conditioned upon, and the date\nscheduled for the Option Closing and, if necessary, the Expiration Date shall be\nextended, if necessary, to ten (10) business days following the last to occur\nof, the receipt of all material governmental and regulatory consents, approvals\nor waivers, including, without limitation, approvals under the HSR Act, that are\nrequired in connection with the purchase and sale of the applicable Option\nShares.\n\n         (c)      In case at any time or from time to time, the holders of\nCommon Stock shall have received, or (on or after the record date fixed for the\ndetermination of stockholders eligible to receive) shall have become entitled to\nreceive, without payment therefor,\n\n                                       2\n\n\n\n\n\n                  (i)      other or additional stock or other securities or\nproperty (other than cash) by way of dividend, or\n\n                  (ii)     any cash (excluding cash dividends payable solely out\nof earnings or earned surplus of the Company), or\n\n                  (iii)    other or additional stock or other securities or\nproperty (including cash) by way of spin-off, split-up, reclassification,\nrecapitalization, combination of shares or similar corporate rearrangement,\n\nother than additional shares of Common Stock issued as a stock dividend or in a\nstock-split (adjustments in respect of which are provided for in 1.2(e) below),\nthen and in each such case each Purchaser, on the exercise hereof as provided in\nSection 1.2, shall be entitled to receive the amount of stock and other\nsecurities and property (including cash in the cases referred to in clauses (ii)\nand (iii) of this Section 1.2(c)) which such Purchaser would hold on the date of\nsuch exercise if on the date hereof such Purchaser had been the holder of record\nof the number of shares of Common Stock subject to the Option and had\nthereafter, during the period from the date hereof to and including the date of\nsuch exercise, retained such shares and all such other or additional stock and\nother securities and property (including cash in the cases referred to in\nclauses (ii) and (iii) of this Section 1.2(c)) receivable by the Purchaser as\naforesaid during such period, giving effect to all adjustments called for during\nsuch period by Section 1.2(e) below.\n\n                  (d)      ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER,\n                           ETC.\n\n                           (i)      In case at any time or from time to time,\nthe Company shall (x) effect a reorganization, (y) consolidate with or merge\ninto any other person, or (z) transfer all or substantially all of its\nproperties or assets to any other person under any plan or arrangement\ncontemplating the dissolution of the Company, then, in each such case the Option\nshall continue to be in full force and effect and each Purchaser, on the\nexercise of the Option as provided in Section 1.2 at any time after the\nconsummation of such reorganization, consolidation or merger or the effective\ndate of such dissolution as the case may be, shall receive, if after such\nreorganization, consolidation or merger or the effective date of such\ndissolution, as the case may be, no shares of Common Stock shall be outstanding\nthat are identical to the shares of Common Stock outstanding immediately prior\nto such reorganization, consolidation or merger or the effective date of such\ndissolution, as the case may be, in lieu of the Common Stock issuable on such\nexercise prior to such consummation or such effective date, the stock and other\nsecurities and property (including cash) to which such Purchaser would have been\nentitled upon such consummation or in connection with such dissolution, as the\ncase may be, if such Purchaser had so exercised its Option immediately prior\nthereto, all subject to further adjustment thereafter as provided in Sections\n1.2(c) and (e). The Company shall cause the issuer of any such stock or other\nsecurities, including, in the case of any such transfer, the person acquiring\nall or substantially all of the properties or assets of the Company, to agree to\nbe bound by the terms \n\n                                       3\n\n\n\n\n\nand conditions of the Option, whether or not such person shall have expressly\nassumed the terms of the Option.\n\n                           (ii)     In the event of any dissolution of the\nCompany following the transfer of all or substantially all of its properties or\nassets, the Company (other than in connection with a transaction described in\nSection 1.2(d)(i) above), prior to such dissolution, shall at its expense\ndeliver or cause to be delivered the stock and other securities and property\n(including cash, where applicable) receivable by the Purchasers had the Options\nbeen exercised immediately prior to such dissolution, less an amount equal to\nthe aggregate Exercise Price, after the effective date of such dissolution\npursuant to this Section 1.2(d)(ii) to a bank or trust company having its\nprincipal office in Seattle, Washington, as trustee for the Purchasers.\n\n                   (e)    In the event that the Company shall (i) issue\nadditional shares of the Common Stock as a dividend or other distribution on\noutstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock,\nor (iii) combine its outstanding shares of the Common Stock into a smaller\nnumber of shares of the Common Stock, then, in each such event, the Exercise\nPrice shall, simultaneously with the happening of such event, be adjusted by\nmultiplying the then Exercise Price by a fraction, the numerator of which shall\nbe the number of shares of Common Stock outstanding immediately prior to such\nevent and the denominator of which shall be the number of shares of Common Stock\noutstanding immediately after such event, and the product so obtained shall\nthereafter be the Exercise Price then in effect. The Exercise Price, as so\nadjusted, shall be readjusted in the same manner upon the happening of any\nsuccessive event or events described herein in this Section 1.2(e). Each\nPurchaser shall thereafter, on the exercise hereof as provided in Section 1.2,\nbe entitled to receive that number of shares of Common Stock determined by\nmultiplying the number of shares of Common Stock which would otherwise (but for\nthe provisions of this Section 1.2(e)) be issuable on such exercise by a\nfraction of which (i) the numerator is the Exercise Price which would otherwise\n(but for the provisions of this Section 1.2(e)) be in effect, and (ii) the\ndenominator is the Exercise Price in effect on the date of such exercise.\n\n                   (f)    The Company will not, by amendment of its Certificate\nof Incorporation or through any reorganization, transfer of assets,\nconsolidation, merger, dissolution, issue or sale of securities or any other\nvoluntary action, avoid or seek to avoid the observance or performance of any of\nthe terms of the Option, but will at all times in good faith assist in the\ncarrying out of all such terms and in the taking of all such action as may be\nnecessary or appropriate in order to protect the rights of the Purchasers\nhereunder. Without limiting the generality of the foregoing, the Company (a)\nwill not increase the par value of any shares of stock receivable on the\nexercise of the Option above the amount payable therefor on such exercise, (b)\nwill take all such action as may be necessary or appropriate in order that the\nCompany may validly and legally issue fully paid and nonassessable shares of\nstock on the exercise of the Option from time to time outstanding, and (c) will\nnotify Purchasers no later than twenty (20) days prior to the transfer of all or\nsubstantially all of its properties and assets to any other person (corporate or\notherwise), or\n\n                                       4\n\n\n\n\n\nconsolidation with or merger with or into any other person, whether or not the\nCompany is the surviving corporation.\n\n                   (g)    CERTIFICATE AS TO ADJUSTMENTS. In each case of any\nadjustment or readjustment in the shares of Common Stock issuable on the\nexercise of the Option, the Company at its expense will promptly cause its Chief\nFinancial Officer or, if a Purchaser so requests, (at such Purchaser's expense)\nindependent certified public accountants of recognized standing selected by the\nCompany, to compute such adjustment or readjustment in accordance with the terms\nof the Option and prepare a certificate setting forth such adjustment or\nreadjustment and showing in detail the facts upon which such adjustment or\nreadjustment is based, including a statement of (i) the consideration received\nor receivable by the Company for any additional shares of Common Stock issued or\nsold or deemed to have been issued or sold, (ii) the number of shares of Common\nStock outstanding or deemed to be outstanding, and (iii) the Exercise Price and\nthe number of shares of Common Stock to be received upon exercise of the Option,\nin effect immediately prior to such issue or sale and as adjusted and readjusted\nas provided herein. The Company will forthwith mail a copy of each such\ncertificate to each Purchaser, and will, on the written request at any time of\neither Purchaser, furnish to such Purchaser a like certificate setting forth the\nExercise Price at the time in effect and showing how it was calculated.\n\n            1.3    CLOSING. Subject to the satisfaction or waiver of the\nconditions set forth in Articles V and VI hereof, a closing (the \"Closing\") of\nthe sale and purchase of the Purchased Shares shall take place at the offices of\nHughes Hubbard &amp; Reed LLP, One Battery Park Plaza, New York, New York, at 10:00\nA.M., on August 7, 2000, or such other date, time and place as shall be mutually\nagreed upon by the Company and the Purchasers (the \"Closing Date\"). At the\nClosing, the Company will deliver the Purchased Shares being acquired by each\nPurchaser in the form of a certificate issued in such Purchaser's name upon\nreceipt by the Company of payment of the full purchase price therefor by or on\nbehalf of such Purchaser to the Company by certified check or by wire transfer\nof immediately available funds to an account designated in writing by the\nCompany.\n\n            1.4    USE OF PROCEEDS. As an integral part of the purpose and\nstructure of the financing contemplated herein, the Company shall use the\nproceeds received upon the sale of the Purchased Shares at the Closing for\ngeneral working capital. It is understood that the Company shall be free to use\nsuch proceeds for any legal corporate purpose; provided, however, that the prior\napproval of the Company's board of directors shall be required for any\nexpenditure which individually is in excess of $500,000.\n\n                                       5\n\n\n\n\n                                   ARTICLE II\n\n                        REPRESENTATIONS AND WARRANTIES OF\n\n                                   THE COMPANY\n\n                  In order to induce the Purchasers to purchase the Purchased\nShares and the Option Shares, the Company makes the following representations\nand warranties which shall be true, correct and complete in all respects on the\ndate hereof.\n\n            2.1    ORGANIZATION AND CORPORATE POWER. The Company and each of its\nMaterial Subsidiaries is a corporation duly incorporated, validly existing and\nin good standing under the laws of the jurisdiction of its incorporation and has\nall requisite corporate power and authority to own its properties and to carry\non its business as presently conducted. The Company and each of its Material\nSubsidiaries is duly licensed or qualified to do business as a foreign\ncorporation in each jurisdiction wherein the character of its property or the\nnature of the activities presently conducted by it, makes such qualification\nnecessary and where the failure to so qualify would have a Material Adverse\nEffect.\n\n            2.2    AUTHORIZATION. The Company has all necessary corporate power\nand has taken all necessary corporate action required for the due authorization,\nexecution, delivery and performance by the Company of this Agreement and the\nCo-Branding and Marketing Agreement and any other agreements or instruments\nexecuted by the Company in connection herewith or therewith (collectively, the\n\"Related Agreements\"), and the consummation by the Company of the transactions\ncontemplated herein or therein, and for the due authorization, issuance and\ndelivery of the Purchased Shares and the Option Shares. Sufficient shares of\nauthorized, but unissued shares of Common Stock have been reserved for issuance\nupon exercise of the Option. The issuance of the Purchased Shares do not, and\nthe Option Shares will not, require any further corporate action and is not and,\nin the case of the Option Shares, will not be, subject to any preemptive right,\nright of first refusal or similar purchase right. Assuming due execution and\ndelivery thereof by the other Persons contemplated to be party thereto, this\nAgreement and the Related Agreements will each be a valid and binding obligation\nof the Company enforceable against the Company in accordance with its terms.\n\n            2.3    GOVERNMENT APPROVALS. No consent, approval, license or\nauthorization of, or designation, declaration or filing with, any court or\ngovernmental authority is or will be required on the part of the Company in\nconnection with the execution, delivery and performance by the Company of this\nAgreement and the Related Agreements, or in connection with the issuance of the\nPurchased Shares or the Option Shares upon exercise of the Option, except for\n(i) those which have already been made or granted, (ii) the filing of\nregistration statements with the Securities and Exchange Commission (the\n\"Commission\"), (iii) filings with applicable state securities commission, (iv)\nthe listing of the Purchased Shares and the Option Shares on the Nasdaq National\nMarket and (v) the filings under the HSR Act, if required.\n\n\n                                      6\n\n\n\n\n\n            2.4    AUTHORIZED AND OUTSTANDING STOCK.\n\n                  (a) The authorized capital stock of the Company (immediately\nprior to the Closing) consists of 100,000,000 shares of Common Stock and\n10,000,000 shares of preferred stock, par value $.01 per share (the \"Preferred\nStock\"), and 1,000,000 shares of Preferred Stock have been designated as Series\nA Junior Participating Preferred Stock.\n\n                  (b) The issued and outstanding capital stock of the Company\n(immediately prior to the Closing) will consist of 25,466,350 shares of Common\nStock. There are no outstanding shares of Preferred Stock, and the Company has\nno plans to issue any Preferred Stock. In addition, options to purchase\n2,711,049 shares of Common Stock have been granted and are unexercised under the\nAmended and Restated 1998 Stock Incentive Plan of TheStreet.com. All of the\nissued and outstanding shares of capital stock of the Company are, and when\nissued in accordance with the terms hereof, the Purchased Shares and the Option\nShares will be, duly authorized and validly issued and fully paid and\nnon-assessable, with no personal liability attaching to the ownership thereof.\nWhen issued in accordance with the terms hereof, the Purchased Shares and the\nOption Shares will be free and clear of all Liens imposed by or through the\nCompany, except for restrictions imposed by Federal or state securities or \"blue\nsky\" laws and except for those imposed pursuant to this Agreement. The\ndesignations, powers, preferences, rights, qualifications, limitations and\nrestrictions in respect of each class or series of capital stock of the Company\nare as set forth in the certified Certificate of Incorporation of the Company\ndelivered under Section 5.6 hereof, and the Certificate of Designation,\nPreferences and Rights of Series A Junior Participating Preferred Stock, and all\nsuch designations, powers, preferences, rights, qualifications, limitations and\nrestrictions are valid, binding and enforceable in accordance with their terms\nand in accordance with applicable law.\n\n                  (c) Except as set forth in SCHEDULE 2.4(C) hereto or as\nprovided in this Agreement, (i) no subscription, warrant, option, convertible\nsecurity or other right (contingent or otherwise) issued by the Company to\npurchase or acquire any shares of capital stock of the Company is authorized or\noutstanding, (ii) there is not any commitment of the Company to issue any\nsubscription, warrant, option, convertible security or other such right or to\nissue or distribute to holders of any shares of its capital stock any evidences\nof indebtedness or assets of the Company, (iii) the Company has no obligation\n(contingent or otherwise) to purchase, redeem or otherwise acquire any shares of\nits capital stock or any interest therein or to pay any dividend or make any\nother distribution in respect thereof and (iv) there are no agreements, written\nor oral, between the Company and any holder of its capital stock relating to the\nacquisition, disposition or voting of the capital stock of the Company. No\nperson or entity is entitled to (i) any preemptive right, right of first refusal\nor similar rights granted by the Company with respect to the issuance of any\ncapital stock of the Company. Except as set forth on SCHEDULE 2.4(C) and as\nprovided in Article VII of this Agreement, no person or entity has been granted\nrights by the Company with respect to the registration of any capital stock of\nthe Company under the Securities Act of 1933, as amended (the \"Securities Act\").\nAll of the issued and outstanding \n\n                                       7\n\n\n\n\n\nshares of the Company's capital stock have been offered, issued and sold by the\nCompany in compliance with applicable Federal and state securities laws.\n\n            2.5    SUBSIDIARIES. Except as set forth in the SEC Documents or\nSCHEDULE 2.5 attached hereto, the Company has no subsidiaries nor any investment\nor other interest in, or any outstanding loan or advance equal to or greater\nthan $100,000 to or from, any Person, including, without limitation, any\nofficer, director or shareholder. Except as set forth on SCHEDULE 2.5, the\nCompany owns of record and beneficially, free and clear of all Liens of any\nnature, all of the issued and outstanding capital stock of each of its Material\nSubsidiaries.\n\n            2.6    SECURITIES LAW COMPLIANCE. Assuming the representations and\nwarranties of the Purchasers set forth in Section 4.1 hereof are true and\ncorrect, the offer and sale of the Purchased Shares and the Option Shares (the\n\"Issuable Securities\") pursuant to this Agreement will be exempt from the\nregistration requirements of the Securities Act. Neither the Company nor any\nperson acting on its behalf has, in connection with the offering of the Issuable\nSecurities, engaged in (i) any form of general solicitation or general\nadvertising (as those terms are used within the meaning of Rule 502(c) under the\nSecurities Act), (ii) any action involving a public offering within the meaning\nof Section 4(2) of the Securities Act, or (iii) any action that would require\nthe registration under the Securities Act of the offering and sale of the\nIssuable Securities pursuant to this Agreement or that would violate applicable\nstate securities or \"blue sky\" laws. The Company has not made and will not prior\nto the Closing make, directly or indirectly, any offer or sale of the Issuable\nSecurities or of securities of the same or similar class as the Issuable\nSecurities if, as a result, the offer and sale contemplated hereby could fail to\nbe entitled to exemption from the registration requirements of the Securities\nAct. As used herein, the terms \"offer\" and \"sale\" have the meanings specified in\nSection 2(3) of the Securities Act.\n\n            2.7    COMMISSION DOCUMENTS; FINANCIAL INFORMATION.\n\n                  (a)      The Company has made available to the Purchasers true\nand complete copies of all SEC Documents filed with the Commission. As of their\nrespective filing dates, the SEC Documents complied in all material respects\nwith the requirements of the Securities Act, the Exchange Act and the rules and\nregulations of the Commission thereunder applicable to such SEC Documents, and\nas of their respective dates none of the SEC Documents contained any untrue\nstatement of a material fact or omitted to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were made, not misleading. The financial\nstatements of the Company and its Material Subsidiaries included in the SEC\nDocuments (the \"Financial Statements\") comply as of their respective dates in\nall material respects with applicable accounting requirements and the rules and\nregulations of the Commission with respect thereto (except as may be indicated\nin the notes thereto or, in the case of the unaudited statements, as permitted\nby Form 10-Q promulgated by the Commission), and present fairly in all material\nrespects as of their respective dates the consolidated financial position of the\nCompany and its subsidiaries as at the dates thereof and the\n\n                                       8\n\n\n\n\n\nconsolidated results of their operations and their consolidated cash flows for\neach of the respective periods, in conformity with GAAP.\n\n                  (b)      Except as and to the extent expressly set forth in\nthe Balance Sheet, or the notes, schedules or exhibits thereto, or as disclosed\nin the SEC Documents, (i) as of March 31, 2000, neither the Company nor the\nMaterial Subsidiaries had any material liabilities or obligations (whether\nabsolute, contingent, accrued or otherwise) that would be required to be\nincluded on a balance sheet or in the notes, schedules or exhibits thereto\nprepared in accordance with GAAP and (ii) since March 31, 2000, the Company and\nits Material Subsidiaries have not incurred any such material liabilities or\nobligations other than in the ordinary course of business and which do not\nexceed $50,000 in the aggregate.\n\n            2.8    ABSENCE OF CERTAIN EVENTS; NO MATERIAL ADVERSE CHANGE. Except\nas disclosed in the SEC Documents filed with the Commission prior to the date\nhereof, since March 31, 2000, the Company and its Material Subsidiaries each has\nconducted its business operations in the ordinary course and there has not\noccurred any event or condition having or, that is reasonably likely to have, a\nMaterial Adverse Effect. Without limiting the generality of the foregoing, other\nthan as is disclosed in the SEC Documents filed with the Commission prior to the\ndate hereof or on SCHEDULE 2.8 hereto, since March 31, 2000 there has not\noccurred:\n\n                  (a)      any change or agreement to change the general\ncharacter or nature of the business of the Company or any of its Material\nSubsidiaries;\n\n                  (b)      any purchase, sale, transfer, assignment, conveyance\nor pledge of the assets or properties of the Company or any of its Material\nSubsidiaries, except in the ordinary course of business;\n\n                  (c)      any waiver or modification by the Company or any of\nits Material Subsidiaries of any right or rights of substantial value, or any\npayment, direct or indirect, in satisfaction of any liability, in each case,\nhaving a Material Adverse Effect;\n\n                  (d)      any liability, contract, agreement, license, loan,\nadvance, capital expenditure or other commitment entered into or assumed by or\non behalf of the Company or any of its Material Subsidiaries relating to the\nbusiness, assets or properties of the Company or any of its Material\nSubsidiaries, whether oral or written, except in the ordinary course of business\nor which would individually or in the aggregate not have a Material Adverse\nEffect;\n\n                  (e)      any change in the accounting principles, methods,\npractices or procedures followed by the Company in connection with the business\nof the Company or any change in the depreciation or amortization policies or\nrates theretofore adopted by the Company in connection with the business of the\nCompany and its Material Subsidiaries;\n\n                  (f)      any declaration or payment of any dividends, or other\ndistributions in respect of the outstanding shares of capital stock of the\nCompany or any of its Material\n\n                                       9\n\n\n\n\n\nSubsidiaries (other than dividends declared or paid by wholly-owned Material\nSubsidiaries) or any other change in authorized capitalization of the Company or\nany of its Material Subsidiaries, except as contemplated by this Agreement;\n\n                  (g)      any grant or award of any options, warrants,\nconversion rights or other rights to acquire any shares of capital stock of the\nCompany or any of its Material Subsidiaries, except as contemplated by this\nAgreement or except pursuant to employee benefit plans, programs or arrangements\nin existence on the date hereof, in the ordinary course of business consistent\nwith past practice; any adoption, or amendment in any material respect, by the\nCompany or any of its Material Subsidiaries of any collective bargaining\nagreement or any bonus, pension, profit sharing, deferred compensation,\nincentive compensation, stock ownership, stock purchase, stock option, phantom\nstock, retirement, vacation, severance, change of control, retention,\ndisability, death benefit, hospitalization, medical, or other plan, arrangement,\nor understanding (whether or not legally binding) providing benefits to any\ncurrent or former employee, officer, or director of the Company or any of its\nMaterial Subsidiaries (collectively, \"Benefit Plans\");\n\n                  (h)      any granting by the Company or any of its Material\nSubsidiaries to any employee earning in excess of $100,000 per year of any\nincrease in compensation, severance or termination pay, except as was required\nunder any employment, severance or termination agreements in effect as of the\ndate of the most recent audited financial statements included in the SEC\nDocuments or otherwise in the ordinary course of business; or\n\n                  (i)      entering into any commitment (contingent or\notherwise) to do any of the foregoing.\n\n            2.9    LITIGATION. Except as otherwise set forth on SCHEDULE 2.9,\nthere is no litigation or governmental proceeding or investigation pending or,\nto the knowledge of the Company, threatened, against the Company or any Material\nSubsidiary or affecting any of the Company's or such Material Subsidiary's\nproperties or assets, or to the knowledge of the Company against any officer or\nkey employee of the Company or any Material Subsidiary in his or her capacity as\nsuch, nor has there occurred any event or, to the knowledge of the Company, does\nthere exist any condition on the basis of which any litigation, proceeding or\ninvestigation might properly be instituted with any substantial chance of\nrecovery, including, without limitation, proceedings, investigations or\narbitrations by the Commission, the National Association of Securities Dealers,\nInc., any stock exchanges, other self-regulatory organizations or state\nsecurities commissions. Since January 1, 2000, except as otherwise set forth on\nSCHEDULE 2.9, the Company has not entered into any settlements of any litigation\nor proceeding. Neither the Company, any Material Subsidiary, nor any officer,\nmaterial employee or shareholder of the Company or any Material Subsidiary in\nhis or her capacity as such is, to the knowledge of the Company, in default with\nrespect to any order, writ, injunction, decree, ruling or decision of any court,\ncommission, board or other government agency, which is expressly applicable to\nthe Company or any Material Subsidiary.\n\n                                       10\n\n\n\n\n\n            2.10   COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. The Company and\nits Material Subsidiaries are in compliance with all of the provisions of this\nAgreement and their respective charters and by-laws (or comparable\norganizational instruments with different names), and, except as set forth on\nSCHEDULE 2.10, in all material respects with the provisions of each mortgage,\nindenture, lease, license, other agreement or instrument, and each judgment,\ndecree, judicial order, statute, and regulation (whether issued under domestic,\nforeign or international law) by which any of them is bound or to which any of\nthem or any of their respective properties are subject. Assuming the\nrepresentations of the Purchasers set forth in Section 4.1 hereof are true and\ncorrect, neither the execution, delivery or performance by the Company of this\nAgreement and the Related Agreements, nor the offer, issuance, sale or delivery\nof the Purchased Shares, or the Option Shares upon exercise of any Option, with\nor without the giving of notice or passage of time, or both, will violate, or\nresult in any breach of, or constitute a default under, or result in the\nimposition of any encumbrance upon any asset of the Company or any Material\nSubsidiary pursuant to any provision of the Company's or such Material\nSubsidiary's charter or by-laws (or comparable organizational instruments with\ndifferent names), or any statute, rule or regulation, contract, lease, judgment,\ndecree or other document or instrument by which the Company or any Material\nSubsidiary is bound or to which the Company or any Material Subsidiary or any of\ntheir respective properties are subject, or, to the knowledge of the Company,\nwill cause the Company or any Material Subsidiary to lose the benefit of any\nright or privilege it presently enjoys or, to the knowledge of the Company,\ncause any Person who is expected to normally do business with the Company or any\nMaterial Subsidiary to discontinue to do so on the same basis.\n\n            2.11   TAXES. The Company and each Material Subsidiary has filed all\nTax returns (including statements of estimated Taxes owed) required to be filed\nwithin the applicable periods for such filings (with due regard to any\nextension) and has paid all Taxes required to be paid, and has established\nadequate reserves (net of estimated Tax payments already made) for the payment\nof all Taxes payable in respect to the period subsequent to the last periods\ncovered by such returns. Except as set forth on SCHEDULE 2.11, no deficiencies\nfor any Tax are currently assessed against the Company or any Material\nSubsidiary, and no Tax returns of the Company or any Material Subsidiary have\nbeen audited during the last three (3) years, and, there is no such audit\npending or, to the knowledge of the Company, contemplated. There is no Tax Lien,\nwhether imposed by any federal, state or local tax authority, outstanding\nagainst the assets, properties or business of the Company or any Material\nSubsidiary, except for any Lien for Taxes not yet due and payable. Neither the\nCompany nor any Material Subsidiary currently is the beneficiary of any\nextension of time within which to file any tax return. There is no outstanding\nclaim by an authority in a jurisdiction where the Company does not file tax\nreturns that it is or may be subject to the imposition of any tax by that\njurisdiction. Neither the Company nor any Material Subsidiary has waived any\nstate of limitations in respect of taxes or agreed to any extension of time with\nrespect to any tax assessment of deficiency, or the collection of any tax, which\nremains outstanding. Neither the Company nor any Material Subsidiary has made or\nis obligated to make any payments or is a party to any agreement that under\ncertain circumstances could obligate it to make any payments that will not be\ndeductible under Section 280G of the Code or that are\n\n                                       11\n\n\n\n\n\nsubject to an excise tax under Section 4999 of the Code. Neither the Company nor\nany Material Subsidiary is subject to any closing agreements with any tax\nauthority. No power of attorney has been granted by the Company, and is\ncurrently in force, with respect to any matter relating to Taxes. For the\npurposes of this Agreement, the terms \"Tax\" and \"Taxes\" shall include all\nfederal, state, local and foreign taxes, including income, franchise, property,\nsales, withholding, payroll and employment taxes.\n\n            2.12   INTELLECTUAL PROPERTY; PROPRIETARY RIGHTS; EMPLOYEE\nRESTRICTIONS. (a) For purposes of this Agreement, \"Intellectual Property Rights\"\nshall mean all registered copyrights, copyright registrations and copyright\napplications, trademark registrations and applications for registration, patents\nand patent applications, trademarks, service marks, trade names and Internet\ndomain names that are used by the Company in the Company's business or by a\nMaterial Subsidiary in its business as presently conducted, together with all\nother intellectual property rights owned by the Company and\/or any of its\nMaterial Subsidiaries and used in connection with its business and (i) all\nlicenses, assignments and releases of intellectual property rights of others in\nmaterial works embodied in the Company's or any Material Subsidiary's products,\n(ii) any and all intellectual property rights, licenses, databases, computer\nprograms and other computer software user interfaces, know-how, trade secrets,\ncustomer lists, proprietary technology, processes and formulae, source code,\nobject code, algorithms, architecture, structure, display screens, layouts,\ndevelopment tools, instructions, templates and marketing materials created by or\non behalf of the Company or any Material Subsidiary, and (iii) inventions, trade\ndress, logos and designs created by or on behalf of the Company or any Material\nSubsidiary. All Intellectual Property Rights purported to be owned by the\nCompany which were developed, worked on or otherwise held by any employee,\nofficer, consultant or otherwise are owned free and clear by the Company or a\nMaterial Subsidiary (as the case may be) by operation of law or have been\nvalidly assigned to the Company or a Material Subsidiary (as the case may be).\nAll licenses, assignments, and releases of Intellectual Property Rights are\nvalid and binding agreements of the Company and, to the Company's knowledge, of\nthe other parties thereto, enforceable in accordance with their terms. All\nservices provided to the Company and any Material Subsidiary by non-employees in\nrespect of the creation, modification or improvement of any Intellectual\nProperty Rights of the Company and any Material Subsidiary (including, without\nlimitation, software, hardware, copyrightable works and the like) have been\nperformed pursuant to agreements with the Company or any Material Subsidiary\nthat assign to the Company or any Material Subsidiary ownership or license to\nuse such Intellectual Property Rights, each of which is a valid and binding\nagreement of the Company and, to the Company's knowledge, of the other parties\nthereto, enforceable in accordance with its terms. The Intellectual Property\nRights are sufficient in all material respects to carry on the business of the\nCompany and each of its Material Subsidiaries as presently conducted. The\nCompany and each Material Subsidiary has ownership of or license to use all\nIntellectual Property Rights as owned or licensed by the Company or a Material\nSubsidiary (as the case may be) or has obtained any licenses, releases or\nassignments reasonably necessary to use all third parties' Intellectual Property\nRights in works embodied in the Company's or any Material Subsidiary's products.\nThe present business activities or products of the Company and any of its\nMaterial Subsidiaries do not infringe any Intellectual Property Rights of\nothers, except\n\n                                       12\n\n\n\n\n\nin those instances in which such infringement would not result in a Material\nAdverse Effect. Except as set forth in SCHEDULE 2.12(A), neither the Company nor\nany Material Subsidiary has received any written notice or other claim from any\nperson asserting that any of the Company's or such Material Subsidiary's present\nactivities infringe in any material respect any Intellectual Property Rights of\nsuch person.\n\n                  (b)      The Company and each Material Subsidiary has all\nfranchises, permits, licenses and other rights and privileges required to permit\nit to own its property and to conduct its business as it is presently conducted\nother than franchises, permits, licenses and other rights and privileges which\nif not held by the Company or such Material Subsidiary would not have a Material\nAdverse Effect or result in a fine or penalty in excess of $5,000 individually\nor in the aggregate.\n\n            2.13   AGREEMENTS OF DIRECTORS, OFFICERS AND EMPLOYEES. To the\nknowledge of the Company, no director, officer or employee of or consultant to\nthe Company or any Material Subsidiary is in violation of any terms of any\nemployment contract, non-competition agreement, non-disclosure agreement, patent\ndisclosure or assignment agreement or other contract or agreement containing\nrestrictive covenants relating to the right of any such director, officer,\nemployee or consultant to be employed or engaged by the Company or such Material\nSubsidiary because of the nature of the business conducted or proposed to be\nconducted by the Company or such Material Subsidiary, or relating to the use of\ntrade secrets or proprietary information of others in each case, other than any\nviolation which would not have a Material Adverse Effect. Except as otherwise\nset forth on SCHEDULE 2.13, all employees of the Company have executed an\nemployee confidentiality agreement, invention assignment agreement or\nnon-competitive or non-solicitation agreement with the Company.\n\n            2.14   GOVERNMENTAL AND INDUSTRIAL APPROVALS. The Company and each\nof its Material Subsidiaries has all permits, licenses, orders, franchises and\nother rights and privileges of all federal, state, local or foreign governmental\nor regulatory bodies required for the Company and such Material Subsidiaries to\nconduct their respective businesses as presently conducted other than permits,\nlicenses, orders, franchises and other rights and privileges which if not held\nby the Company or such Material Subsidiary would not, individually or in the\naggregate, have a Material Adverse Effect. All such permits, licenses, orders,\nfranchises and other rights and privileges are in full force and effect and, to\nthe knowledge of the Company, no suspension or cancellation of any of them is\nthreatened, and none of such permits, licenses, orders, franchises or other\nrights and privileges will be affected by the consummation of the transactions\ncontemplated in this Agreement and the Related Agreements.\n\n            2.15   CONTRACTS AND COMMITMENTS. All of the material contracts of\nthe Company or any of its Material Subsidiaries that are required to be\ndescribed in the SEC Documents, or to be filed as exhibits thereto, prior to the\ndate hereof are described in the SEC Documents, filed prior to the date hereof\nor filed as exhibits thereto and are in full force and effect. True and complete\ncopies of all such material contracts have been made available to the Purchaser.\nAll material contracts\n\n                                       13\n\n\n\n\n\nto which the Company or its Material Subsidiaries are parties\non or prior to the date hereof which will be required to be described or filed\nas an Exhibit in the SEC Documents required to be filed following the date\nhereof have been provided to the Purchaser or are listed on SCHEDULE 2.15 and\nare in full force and effect. Except as set forth on SCHEDULE 2.15, neither the\nCompany nor any of its Material Subsidiaries nor, to the knowledge of the\nCompany, any other party is in material breach of or in material default under\nany such contract.\n\n            2.16   EMPLOYEE MATTERS. The Company has described in, or filed as\nan exhibit to, the SEC Documents all of the following types of documents,\nagreements, plans or arrangements that are required by federal securities laws\nto be described in, or filed as an exhibit to, the SEC Documents: employment\nagreements, consulting agreements, deferred compensation, pension or retirement\nagreements or arrangements (including all \"employee pension benefit plans\" as\ndefined in Section 3(2) of the Employee Retirement Income Security Act of 1974,\nas amended (\"ERISA\")), bonus, incentive or profit-sharing plans or arrangements,\nor labor or collective bargaining agreements, written or oral, in effect by the\nCompany and its Material Subsidiaries (the \"ERISA Documents\"). The Company has\nno knowledge that any of the officers or other key employees of the Company or\nany Material Subsidiary presently intends to terminate his or her employment.\nThe Company and its Material Subsidiaries are in compliance in all material\nrespects with all applicable laws and regulations relating to labor, employment,\nfair employment practices, terms and conditions of employment, and wages and\nhours. The Company and each Material Subsidiary is in compliance in all material\nrespects with the terms of all ERISA Documents; and each such ERISA Document, is\nin compliance in all material respects with all of the requirements and\nprovisions of ERISA.\n\n            2.17   NO BROKERS OR FINDERS. Except as set forth on SCHEDULE 2.17,\nno person has or will have, as a result of the transactions contemplated by this\nAgreement, any right, interest or claim against or upon the Company, any of its\nMaterial Subsidiaries or any Purchaser for any commission, fee or other\ncompensation as a finder or broker because of any act or omission by the Company\nor any of its Material Subsidiaries.\n\n            2.18   TRANSACTIONS WITH AFFILIATES. Except disclosed in the SEC\nDocuments, there are no loans, leases or other agreements, understandings or\ncontinuing transactions between the Company or any Material Subsidiary on the\none hand, and any officer or director of the Company or any Material Subsidiary\nor any person owning five percent (5%) or more of the Common Stock of the\nCompany or any respective family member or Affiliate of such officer, director\nor shareholder on the other hand that are required by federal securities laws to\nbe disclosed in the SEC Documents.\n\n            2.19   ASSUMPTIONS, GUARANTEES, ETC. OF INDEBTEDNESS OF OTHER\nPERSONS. Except as set forth on SCHEDULE 2.19, neither the Company nor any\nMaterial Subsidiary has assumed, guaranteed, endorsed or otherwise become\ndirectly or contingently liable on or for any indebtedness of any other Person,\nexcept guarantees by endorsement of negotiable instruments for deposit or\ncollection.\n\n                                       14\n\n\n\n\n\n            2.20   FOREIGN CORRUPT PRACTICES ACT. Neither the Company nor any\nMaterial Subsidiary has taken any action which would cause it to be in violation\nof the Foreign Corrupt Practices Act of 1977, as amended, or any rules and\nregulations thereunder. To the knowledge of the Company, there is not now, and\nthere has never been, any employment by the Company of, or beneficial ownership\nin the Company or any Material Subsidiary by, any governmental or political\nofficial in any country in the world.\n\n            2.21   INVESTMENT COMPANY ACT. The Company is not an \"investment\ncompany\" or a company \"controlled\" by an \"investment company,\" within the\nmeaning of the Investment Company Act of 1940, as amended.\n\n            2.22   DISCLOSURES. Neither this Agreement, any Schedule or Exhibit\nto this Agreement or the Related Agreements contains any untrue statement of a\nmaterial fact by the Company or omits a material fact required to be provided by\nthe Company in response to the requirements of this Agreement or any such\nSchedule or Exhibit to make the statements made herein or therein, in light of\nthe circumstances in which made, not misleading.\n\n                                   ARTICLE III\n\n                            COVENANTS OF THE COMPANY\n\n         Without limiting any other covenants and provisions hereof or as may be\notherwise set forth below, the Company covenants and agrees that it will observe\nthe following covenants on and after the date hereof and for so long as either\nPurchaser hold any shares of Common Stock:\n\n            3.1    INSPECTION. Upon prior notice, at any reasonable time during\nnormal business hours and from time to time, the Company (and each of its\nMaterial Subsidiaries) will permit each Purchaser who at such time owns 2% or\nmore of the then outstanding capital stock of the Company, or any of its\nauthorized agents or representatives, to examine and make copies of and extracts\nfrom the records and books of account of and visit the properties of the Company\n(and any of its Material Subsidiaries) and to discuss the Company's affairs,\nfinances and accounts with any of its officers or directors; provided that any\nPerson or Persons exercising rights under this Section 3.1 shall (i) use all\nreasonable efforts to ensure that any such examination or visit results in a\nminimum of disruption to the operations of the Company and its Subsidiaries and\n(ii) prior to the Company disclosing or providing access to information with\nrespect to the Company or any Subsidiary, shall agree in writing to keep all\nproprietary information of the Company or any Subsidiary disclosed to him in the\ncourse of such inspection confidential in a manner consistent with prudent\nbusiness practices and treatment of such Person's or Persons' own confidential\ninformation. The rights granted under this Section 3.1 shall be in addition to\nany rights which a Purchaser may have under applicable law in its capacity as a\nshareholder of the Company.\n\n            3.2    BOARD OF DIRECTORS. In the event that the Purchasers jointly\nown at least 10% of the issued and outstanding Common Stock, the Company shall\nuse its reasonable best efforts to\n\n                                       15\n\n\n\n\n\ncause the election of, and to thereafter continue in office until such time as\nthe Purchasers jointly own less than 6% of the then issued and outstanding\nCommon Stock a representative mutually agreed upon by each of the Purchasers and\nthe Company (a \"Purchaser Representative\") as a member of its Board of\nDirectors, including, without limitation, recommending for election of such\nPurchaser Representative at a meeting of the Company's stockholders. In the\nevent that the Purchasers jointly own 15% or more of the issued and outstanding\nCommon Stock upon the exercise of the Options, the Company shall use its\nreasonable best efforts to cause the election of, and to thereafter continue in\noffice until such time as the Purchasers jointly own less than 15% of the then\nissued and outstanding Common Stock, an additional Purchaser Representative,\nmutually agreed upon by each of the Purchasers and the Company, as a member of\nits Board of Directors, including, without limitation, recommending for election\nof such Purchaser Representative at a meeting of the Company's stockholders. If\nat any time (i) two (2) Purchaser Representatives are serving as directors of\nthe Company and (ii) the Purchasers jointly own less than 15% of the then issued\nand outstanding Common Stock, then, upon the vote of a majority of the Board of\nDirectors (excluding all of the Purchaser Representatives) requesting one of the\nPurchaser Representatives to resign, the Purchasers shall cause such Purchaser\nRepresentative to resign from the Company's Board of Directors. If at any time\n(i) a Purchaser Representative is serving as a director of the Company and (ii)\nthe Purchasers jointly own less than 6% of the then issued and outstanding\nCommon Stock, then, upon the vote of a majority of the Board of Directors\n(excluding all of the Purchaser Representatives) requesting the Purchaser\nRepresentatives to resign, the Purchasers shall cause such Purchaser\nRepresentative to resign from the Company's Board of Directors.\n\n         The Certificate of Incorporation, as amended (and all subsequent\namendments and restatements thereof), and\/or By-laws of the Company shall, at\nall times that a Purchaser Representative is a member of the Board of Directors\nof the Company, provide for indemnification of the directors and limitations on\nthe liability of the directors as currently provided or enhanced. The Company\nwill enter into a mutually acceptable indemnity agreement with any Purchaser\nRepresentative similar in all material respects to the agreement that the\nCompany has with its other directors as of the date hereof and will be amended\nin a manner similar to any favorable amendment of any such other agreement. The\nCompany shall reimburse any Purchaser Representative for his or her reasonable\ntravel expenses, including the cost of airfare and any necessary meals and\nlodging, incurred in connection with attending meetings of the Board of\nDirectors, in each case to the same extent as the Company reimburses such costs\nto the other members of the Board of Directors. In addition, the Company shall\nmaintain at all times a Compensation Committee and an Audit Committee of the\nBoard of Directors. A vacancy in the directorship to be occupied by any\nPurchaser Representative shall be filled only by a nominee of the Purchasers who\nmust be appointed by the Board of Directors in accordance with the By-laws of\nthe Company. Any Purchaser Representative shall be entitled to attend in person\nor by telephone conference call any and all meetings of the Board of Directors\nand all committees thereof to the extent he is a member of such committee.\n\n                                       16\n\n\n\n\n\n            3.3    THE COMPANY SEC DOCUMENTS. Commencing on the Closing Date and\ncontinuing until the later of (i) two (2) years from the Closing Date or (ii)\ntwo years from the date of the issuance of the Option Shares, the Company shall\ncontinue to file all reports in accordance with Section 13 and 15(d) of the\nSecurities Exchange Act with the Commission in order to maintain its eligibility\nto register Purchased Shares on Form S-3 (or any successor form thereto) and to\npermit the Purchaser to sell the Purchased Shares pursuant to Rules 144 and 144A\nunder the Act. After the Closing Date and continuing until the later of (i) two\n(2) years from the Closing Date or (ii) two years from the date of the issuance\nof the Option Shares, the Company will file with the Commission SEC Documents\nand any other such reports and other materials required to be filed by the\nCompany under the federal securities laws on a timely basis.\n\n                                   ARTICLE IV\n\n                           INVESTMENT REPRESENTATIONS\n\n            4.1    REPRESENTATIONS AND WARRANTIES. Each Purchaser, severally and\nnot jointly, hereby represents and warrants to the Company, understanding and\nagreeing that the Company is entering into this Agreement in part in reliance on\nsuch representations and warranties, as follows:\n\n                  (a)      Such Purchaser is an \"Accredited Investor\" as that\nterm is defined in Rule 501(a) of Regulation D promulgated under the Act;\n\n                  (b)      Such Purchaser is duly authorized to execute this\nAgreement and the Related Agreements, and assuming due execution and delivery by\nthe Company of the Agreement and the Related Agreements, this Agreement and the\nRelated Agreements to which such Purchaser is a party constitute legal, valid\nand binding obligations of such Purchaser, enforceable against such Purchaser in\naccordance with their respective terms;\n\n                  (c)      Such Purchaser has been advised by the Company that\nthe Purchased Shares, the Option and the Option Shares have not been registered\nunder the Act, that the Purchased Shares, the Option and the Option Shares will\nbe issued on the basis of the statutory exemption provided by Section 4(2) of\nthe Act or Regulation D promulgated thereunder, or both, relating to\ntransactions by an issuer not involving any public offering and under similar\nexemptions under certain state securities laws, that this transaction has not\nbeen reviewed by, passed on or submitted to any federal or state agency or\nself-regulatory organization where an exemption is being relied upon, and that\nthe Company's reliance thereon is based in part upon the representations made by\nsuch Purchaser in this Agreement and the Related Agreements. Such Purchaser\nacknowledges that it has been informed by the Company of, or is otherwise\nfamiliar with, the nature of the limitations imposed by the Act and the rules\nand regulations thereunder on the transfer of securities;\n\n                  (d)      Such Purchaser is purchasing the Purchased Shares\nand, if applicable, the Option Shares, and being granted the Option for\ninvestment purposes, for its own account and\n\n                                       17\n\n\n\n\n\nnot with a view to, or for sale in connection with, any distribution thereof in\nviolation of federal or state securities laws;\n\n                  (e)      By reason of its business or financial experience,\nsuch Purchaser has the capacity to protect its own interest in connection with\nthe transactions contemplated hereunder; and\n\n                  (f)      No person has or will have, as a result of the\ntransaction contemplated by this Agreement, any right, interest or claim against\nor upon such Purchaser, the Company, or any of its Subsidiaries for any\ncommission, fee or other compensation as a finder or broker because of any act\nor omission by the Purchaser.\n\n            4.2    PERMITTED SALES; LEGENDS. Notwithstanding the foregoing\nrepresentations, the Company agrees that it will permit (i) a distribution of\nPurchased Shares and the Option Shares by a Purchaser to one or more Permitted\nTransferees, if the Permitted Transferee agrees in writing to be subject to the\nterms hereof to the same extent as if it were an original purchaser hereunder\nand (ii) subject to the provisions of Section 9.16 hereof, a sale or other\ntransfer of any of the Purchased Shares and the Option Shares if such\ntransaction is exempt from the registration requirements of, or is covered by an\neffective registration statement under, the Act and applicable state securities\nor \"blue-sky\" laws. The certificates representing the Purchased Shares and the\nOption Shares shall bear a legend evidencing such restriction on transfer\nsubstantially in the following form:\n\n                   \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE\n                   NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n                   1933, AS AMENDED (THE \"ACT\"), AND HAVE BEEN\n                   ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR\n                   IN CONNECTION WITH, THE SALE OR DISTRIBUTION\n                   THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR\n                   SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN\n                   EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF\n                   COUNSEL FOR THE HOLDER, REASONABLE SATISFACTORY TO\n                   THESTREET.COM, INC. (THE \"COMPANY\"), THAT SUCH\n                   REGISTRATION IS NOT REQUIRED UNDER THE ACT. IN\n                   ADDITION, THE SHARES REPRESENTED BY THIS\n                   CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A\n                   SECURITIES PURCHASE AGREEMENT (THE \"AGREEMENT\"),\n                   DATED AS OF AUGUST 7, 2000, BY AND AMONG THE\n                   COMPANY, GO2NET, INC. AND VULCAN VENTURES INC.,\n                   WHICH, INTER ALIA, RESTRICT THE TRANSFERABILITY OF\n                   SUCH SHARES IN CERTAIN CASES. A COPY OF THE\n                   AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY.\n                   THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE\n                   HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE\n                   RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS\n                   AGENT THEREUNDER (THE \"RIGHTS AGREEMENT\"), THE\n                   TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY\n                   REFERENCE AND A COPY OF WHICH IS\n\n                                  18\n\n\n\n\n\n                   ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY.\n                   UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE\n                   RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY\n                   SEPARATE CERTIFICATES AND WILL NO LONGER BE\n                   EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL\n                   MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF\n                   THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF\n                   MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF\n                   A WRITTEN REQUEST THEREFOR. UNDER CERTAIN\n                   CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,\n                   RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS,\n                   WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE\n                   OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN\n                   THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR\n                   ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT\n                   HOLDER, MAY BECOME NULL AND VOID.\"\n             \n                                    ARTICLE V\n\n                      CONDITIONS OF PURCHASERS' OBLIGATION\n\n            5.1    EFFECT OF CONDITIONS. The obligation of the Purchasers to\npurchase and pay for the Purchased Shares at the Closing shall be subject at\ntheir election to the satisfaction of each of the conditions stated in the\nfollowing Sections of this Article V.\n\n            5.2    REPRESENTATIONS AND WARRANTIES. The representations and\nwarranties of the Company contained in this Agreement shall be true and correct\non the date of the Closing.\n\n            5.3    PERFORMANCE. The Company shall have performed and complied\nwith all of the agreements, covenants and conditions contained in this Agreement\nrequired to be performed or complied with by it at or prior to the Closing.\n\n            5.4    INTENTIONALLY OMITTED.\n\n            5.5    OPINION OF COUNSEL. The Purchasers shall have received an\nopinion, dated the date of the Closing, from (i) Hughes Hubbard &amp; Reed LLP, in\nthe form attached hereto as EXHIBIT B attached hereto, and (ii) Jordan\nGoldstein, Vice President and General Counsel to the Company, in the form of\nEXHIBIT C attached hereto.\n\n            5.6    CERTIFIED DOCUMENTS, ETC. Counsel for the Purchasers shall\nhave received a copy of the Company's Certificate of Incorporation, as amended,\ncertified by the Secretary of State of the State of Delaware and copies of the\nCompany's By-Laws certified by its Secretary, as well as any and all other\ndocuments, including certificates of incumbency of officers and certificates\nfrom appropriate authorities as to the legal existence and good standing of the\nCompany and its Material Subsidiaries, which the Purchasers or their counsel may\nreasonably request.\n\n                                       19\n\n\n\n\n         5.7      NO MATERIAL ADVERSE CHANGE. The business, properties, assets\nor financial condition of the Company and its Material Subsidiaries, taken as a\nwhole, shall not have been materially adversely affected since the date of this\nAgreement, whether by fire, casualty, act of God or otherwise, and there shall\nhave been no other changes in the business, properties, assets, financial\ncondition or management of the Company or any of its Material Subsidiaries,\ntaken as a whole, that would have a material adverse effect on their combined\nbusinesses or assets.\n\n         5.8      CO-BRANDING AND MARKETING AGREEMENT. The Company and Go2Net\nshall have executed the Co-Branding and Marketing Agreement in the form of\nEXHIBIT D attached hereto (the \"Co-Branding and Marketing Agreement\").\n\n         5.9      CONSENTS AND WAIVERS. The Company shall have obtained all\nconsents or waivers necessary to execute this Agreement and the other agreements\nand documents contemplated herein, to issue the Purchased Shares and the Option\nShares, and to carry out the transactions contemplated hereby and thereby. All\ncorporate and other action and governmental filings necessary to effectuate the\nterms of this Agreement, the Related Agreements, the Purchased Shares, the\nOption and other agreements and instruments executed and delivered by the\nCompany in connection herewith shall have been made or taken.\n\n         5.11     COMMON STOCK CERTIFICATES. The Company shall have delivered a\nstock certificate to each Purchaser representing the portion of the Purchased\nShares to be purchased by such Purchaser.\n\n         5.12     HSR ACT. The acquisition of the Purchased Shares by the\nPurchasers shall either be exempt from the filing and notification requirements\nof the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the\n\"HSR Act\"), or the parties shall have duly filed with the Federal Trade\nCommission and the Antitrust Division of the Department of Justice the reports\nrequired under the HSR Act with respect to the sale and purchase of the\nPurchased Shares and the waiting period required by the HSR Act shall have\nexpired or been earlier terminated by such governmental authorities.\n\n         5.13     DUE DILIGENCE. The Purchasers shall have satisfactorily\ncompleted their business, financial, accounting and legal due diligence\ninvestigation of the Company.\n\n         5.14     Amendment No. 1 to Rights Agreement. The Company and American\nStock Transfer &amp; Trust Company shall have executed Amendment No. 1 to Rights\nAgreement in the form of EXHIBIT E attached hereto.\n\n                                       20\n\n\n                                   ARTICLE VI\n\n                     CONDITIONS OF THE COMPANY'S OBLIGATION\n\n         6.1      EFFECT OF CONDITIONS. The Company's obligation to sell the\nPurchased Shares shall be subject at its election to the satisfaction of each of\nthe conditions stated in the following Sections of this Article VI.\n\n         6.2      REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The\nrepresentations and warranties of each Purchaser contained in this Agreement\nshall be true and correct on the date of the Closing with the same effect as\nthough made on and as of that date and, with respect to the Company's obligation\nto issue and deliver Purchased Shares and an Option to each Purchaser, each\nPurchaser shall have tendered payment for the Purchased Shares and the Options\nat the Closing in accordance with Section 1.3 hereof.\n\n         6.3      CO-BRANDING AND MARKETING AGREEMENT. The Company and the\nPurchaser shall have executed the Co-Branding and Marketing Agreement in the\nform of EXHIBIT D attached hereto.\n\n         6.4      CONSIDERATION FOR THE SHARES. Each of the Purchasers shall\nhave paid the purchase price of the Purchased Shares to be purchased by such\nPurchaser in full at the Closing either by certified check or by wire transfer\nof immediately available funds to an account designated in writing by the\nCompany.\n\n         6.5      PERFORMANCE. The Purchasers shall have performed and complied\nwith all of the agreements, covenants and conditions contained in this Agreement\nrequired to be performed or complied with by them at or prior to the Closing.\n\n         6.6      HSR ACT. The acquisition of the Purchased Shares by the\nPurchasers shall either be exempt from the filing and notification requirements\nof the HSR Act, or the parties shall have duly filed with the Federal Trade\nCommission and the Antitrust Division of the Department of Justice the reports\nrequired under the HSR Act with respect to the sale and purchase of the\nPurchased Shares and the waiting period required by the HSR Act shall have\nexpired or been earlier terminated by such governmental authorities.\n\n                                   ARTICLE VII\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n         7.1      CERTAIN DEFINITIONS. As used in this Article VII, the\nfollowing terms shall have the following meanings:\n\n         \"Commission\" shall mean the Securities and Exchange Commission or any\nother federal agency at the time administering the Securities Act.\n\n                                       21\n\n\n         \"Registrable Securities\" means any of (i) Purchased Shares, (ii) the\nOption Shares and (iii) any other securities issued or issuable with respect to\nthe Purchased Shares or the Option Shares by way of stock dividend or stock\nsplit or in connection with a combination of shares, recapitalization, merger,\nconsolidation or other reorganization or otherwise. Any Registrable Security\nwill cease to be a Registrable Security when (i) a registration statement\ncovering such Registrable Security has been declared effective under the\nSecurities Act by the Commission and such Registrable Security has been disposed\nof pursuant to such effective registration statement, (ii) such Registrable\nSecurity may be resold, without any limitation as to volume, pursuant to Rule\n144 under the Securities Act (or a comparable successor rule or regulation), or\notherwise may be publicly resold without registration under the Securities Act\nand without any limitation as to volume or other material restriction, or (iii)\nsuch Registrable Security is no longer held by the Purchaser to which it was\nissued pursuant to this Agreement; PROVIDED; HOWEVER, that the foregoing shall\nnot apply to a transfer to any Permitted Transferee or any other transferee with\nthe prior written consent which shall not be unreasonably withheld.\n\n         The terms \"register,\" \"registered\" and \"registration\" refer to a\nregistration effected by preparing and filing a registration statement in\ncompliance with the Securities Act, and the declaration or ordering of the\neffectiveness of such registration statement.\n\n         \"Registration Expenses\" shall mean all expenses, incurred by the\nCompany or the Purchasers in complying with Section 7.2.1 or 7.2.2 hereof,\nincluding, without limitation, all registration, qualification and filing fees,\nprinting expenses, escrow fees, fees and disbursements of counsel for the\nCompany, blue sky fees and expenses, stock transfer taxes applicable to the\nsecurities registered by each Purchaser, all fees and disbursements of one (1)\ncounsel for the Purchasers, and the expense of any special audits incident to or\nrequired by any such registration (but excluding the compensation of regular\nemployees of the Company, which shall be paid in any event by the Company\nprovided, however, that the Registration Expenses shall not include any and all\nSelling Expenses).\n\n         \"Securities Exchange Act\" shall mean the Securities Exchange Act of\n1934, as amended, or any similar federal statute and the rules and regulations\nof the Commission thereunder, all as the same shall be in effect at the time.\n\n         \"Selling Expenses\" shall mean all underwriting discounts and selling\ncommissions.\n\n         7.2.     REGISTRATION\n\n7.2.1    REGISTRATION OF REGISTRABLE SECURITIES.\n\n         (a)      Subject to the terms and conditions of this Agreement, on or\nafter November 7, 2000, the Purchasers, acting jointly, may make one (1) written\nrequest to the Company for registration under the Securities Act of the sale of\nRegistrable Securities held by the Purchasers (the \"Demand Registration\");\nprovided that the Company shall not be obligated to \n\n                                       22\n\n\neffect more than one (1) Demand Registration pursuant to this Agreement, and\nprovided further that the Company shall only be obligated to effect a Demand\nRegistration if the net proceeds to be realized in connection with such Demand\nRegistration shall be reasonably expected to be more than $1,000,000. The\nCompany shall use its reasonable best efforts to cause such registration\nstatement to become effective as soon as possible and remain effective for the\nperiod ending on the earlier of (i) 180 days from the date of effectiveness of\nsaid registration statement and (ii) the sale of all of Registrable Securities.\n\n         (b)      The Company shall have the right to include its securities in\nany registration initiated as a Demand Registration; provided that: (i) such\nsecurities are of the same class as the Registrable Securities included in such\nregistration; (ii) if any of the Registrable Securities covered by such\nregistration are sold in an underwritten offering, the Company agrees in writing\nto sell its securities on the same terms and conditions as apply to the\nRegistrable Securities being sold; and (iii) if any of the Registrable\nSecurities covered by such registration are to be sold in an underwritten\noffering, the managing underwriters shall not have advised the Company or the\nPurchasers that, in their opinion, the inclusion of the Company's securities\nwould reduce in any material respect the amount or sale price of the securities\nto be included in such registration by the Purchasers for their account.\n\n         (c)      The Purchasers shall have the right to select the managing\nunderwriter to administer the Demand Registration; provided, that such managing\nunderwriter shall be approved by the Company, such approval not to be\nunreasonably withheld or delayed. The Purchasers and the Company shall enter\ninto an underwriting agreement in such customary form as shall have been\nnegotiated and agreed to by the Company with the underwriter or underwriters\nselected for such underwriting, provided that (x) the Purchasers shall have the\nright to negotiate the economic terms of the offering and (y) such underwriting\nagreement shall be approved by the Purchasers, such approval not to be\nunreasonably withheld or delayed.\n\n         (d)      Notwithstanding anything to the contrary in this Agreement,\nthe Company will be entitled to postpone the filing of a registration statement\nrequired to be filed by it pursuant to this Agreement for ninety (90) days, if\n(i) at any time prior to the filing of such registration statement a majority of\nthe Board of Directors of the Company determines, in its good faith business\njudgment, that such registration and offering would have a Material Adverse\nEffect on any financing, acquisition, corporate reorganization or other material\ntransaction or development involving the Company or any of its Affiliates and\n(ii) the Company gives the Purchasers written notice of such postponement,\nprovided that such postponements may not in any 365-day period occur more than\nonce, and, provided further, that in the event of any such withdrawal or\ntermination of effectiveness, such registration shall not act as a registration\neffected for purposes of Section 7.2.1(a). In the event of such postponement,\nthe Company will file such registration statement as soon as practicable after\nit determines, in its good faith business judgment, that such registration and\noffering will not interfere with the matters described in the first sentence of\nthis Section 7.2.1(d), but in no event more than ninety (90) days after that\ndate that such registration statement would otherwise have been filed, provided\nthat the \n\n                                       23\n\n\nPurchasers shall have the right to withdraw their request for Demand\nRegistration by giving written notice to the Company within ninety (90) days of\nreceipt of the notice of postponement, and in the event of such withdrawal, the\nrequest so withdrawn shall be deemed to have not been made.\n\n         (e)      Each Registration Statement in respect of a Demand\nRegistration will be for the offering and sale of such Registrable Securities on\nsuch basis as the Purchasers reasonably request, which may be a continuous\noffering (including a shelf) if so requested by the Purchasers.\n\n         (f)      The Company shall promptly prepare and file with the\nCommission such amendments to the registration statements as may be necessary to\nkeep such registration statements effective in accordance with this Section\n7.2.1.\n\n         (g)      Notwithstanding anything in the contrary in this Agreement, if\nat any time after the filing of a registration statement (i) in the case of any\nregistration statement for a firm commitment underwritten offering of\nRegistrable Securities, before it is declared effective by the Commission, or\n(ii) in the case of any other registration statement, before or after it is\ndeclared effective by the Commission, a majority of the Board of Directors of\nthe Company determines, in its good faith business judgment, that such\nregistration and the offering of Registrable Securities covered by such\nregistration statement would materially interfere with or otherwise materially\nadversely affect any financing, acquisition, corporate reorganization or other\nmaterial transaction or development involving the Company or any of its\naffiliates or require the Company to disclose matters that otherwise would not\nbe required to be disclosed at such time, then the Company may require the\nsuspension of the distribution of any Registrable Securities (a \"Blackout\nPeriod\") by giving written notice to the Purchasers. Any such notice need not\nspecify the reasons for such suspension if a majority of the Board of Directors\nof the Company determines, in its good faith business judgment, that doing so\nwould interfere with or adversely affect such transaction or development or\nwould result in the disclosure of material non-public information. In the event\nthat such notice is given, then until a majority of the Board of Directors of\nthe Company has determined, in its good faith business judgment, that such\nregistration and distribution would no longer materially interfere with the\nmatters described in the preceding sentence and has given written notice thereof\nto the Purchasers, the Company's obligations under this Article 7 will be\nsuspended, provided, that such suspension shall not exceed the first to occur of\n(x) the filing of the Company's next filing with the Commission and (y) ninety\n(90) days. The Company shall extend the period of time the Company is required\nto maintain effective any registration statement required pursuant to Section\n7.2.1(f) by a length of time equal to the aggregate length of the Blackout\nPeriods. In the event of any suspension of a registration pursuant to this\nSection 7.2.1(g), the Purchasers shall be entitled to withdraw from such\nregistration upon written notice to the Company, and in the event of such\nwithdrawal, the request so withdrawn shall be deemed to have not been made.\n\n                  7.2.2    PIGGYBACK REGISTRATION.\n\n                                       24\n\n\n         (a)      If at any time on or before August 7, 2001, during which the\nregistration statement filed pursuant to Section 7.2.1 above is not effective\nthe Company proposes to register any shares of Common Stock under the Securities\nAct in connection with an underwritten offering, either for its own account or\nthe account of a security holder or holders exercising their registration rights\n(except pursuant to a registration statement filed on Form S-4 or Form S-8 or\nsuch other form as shall be prescribed under the Securities Act for the same\npurposes), the Company will promptly at each such time give written notice to\neach Purchaser of its intention to do so. Within twenty (20) days after receipt\nof such notice, each Purchaser may request that the Company register all or part\nof the Registrable Securities (the \"Designated Shares\"). Upon receipt of such\nrequest, the Company shall use its reasonable best efforts to effect the\nregistration of the Designated Shares identified by including such Designated\nShares in such registration statement.\n\n         (b)      In the event that securities of the same class as the\nDesignated Shares are being registered by the Company in such registration\nstatement and such securities as well as any of the Designated Shares are to be\ndistributed in an underwritten offering, such Designated Shares shall be\nincluded in such underwritten offering on the same terms and conditions as the\nsecurities being issued by the Company for distribution pursuant to such\nunderwritten offering; PROVIDED, HOWEVER, that if the managing underwriter of\nsuch underwritten offering reasonably determines in good faith and advises the\nparties that the inclusion in such underwritten offering of all the Designated\nShares would materially and adversely affect the success of the underwritten\noffering, then the Company may offer all of the securities it proposes to\nregister for its own account for the maximum amounts that the underwriter\nconsiders saleable, and thereafter the number of Designated Shares to be\nincluded in the registration statement shall be reduced to the amount\nrecommended in good faith by and set forth in the opinion of such managing\nunderwriter; PROVIDED, FURTHER, that as to the Purchasers, such reduction shall\nbe pro rata (based on the number of shares held by each) with respect to the\nDesignated Shares with other persons holding contractual, incidental or\n\"piggy-back\" registration rights as of the Closing Date hereof in such\nunderwritten offering, provided, further, that as to the Purchasers, all of the\nDesignated Shares shall be included in the registration statement prior to the\ninclusion of any shares held by persons who receive contractual, incidental or\n\"piggy-back\" registration rights subsequent to the Closing Date.\n\n         7.2.3    EXPENSES OF REGISTRATION. All Registration Expenses incurred\nin connection with registrations pursuant to Sections 7.2.1 and 7.2.2 shall be\nborne by the Company. Subject to Section 9.16, Selling Expenses shall be borne\nby each Purchaser based upon the number of Registrable Securities registered by\neach Purchaser on such registration statement.\n\n         7.2.4    REGISTRATION PROCEDURES. In the case of each registration,\nqualification or compliance effected by the Company pursuant to this Agreement,\nthe Company will keep the Purchasers advised in writing as to the initiation of\neach registration, qualification and compliance and as to the completion\nthereof. The Company will:\n\n                                       25\n\n\n                  (a)      Prepare and furnish to each Purchaser and to the\nunderwriters (if any) of the securities being registered such reasonable number\nof copies of the registration statement, preliminary prospectus, final\nprospectus (any supplements or revisions thereto required under the Securities\nAct) and such other documents as each Purchaser and underwriters may reasonably\nrequest in order to facilitate the public offering of such securities and make\nthe Company's representatives and the Company's counsel available for discussion\nof such document and make such changes in such document relating to the\nPurchaser prior to the filing thereof as each Purchaser, counsel for each\nPurchaser, or underwriters may reasonably request.\n\n                  (b)      Use its reasonable best efforts to register and\nqualify the securities covered by such registration statement under such\nother securities or Blue Sky laws of such jurisdictions as shall be reasonably\nrequested by each Purchaser, provided that the Company shall not be required in\nconnection therewith or as a condition thereto to qualify to do business or to\nfile a general consent to service of process in any such states or\njurisdictions.\n\n                  (c)      Notify each Purchaser at any time when a prospectus\nrelating thereto is required to be delivered under the Securities Act of the\nhappening of any event as a result of which the prospectus included in such\nregistration statement, as then in effect, includes an untrue statement of a\nmaterial fact or omits to state a material fact required to be stated therein or\nnecessary to make the statements therein not misleading in the light of the\ncircumstances then existing; and to promptly prepare and file all amendments or\nsupplements and related revised prospectuses as shall be required under the\nSecurities Act as a result of such untrue statements or omissions.\n\n                  (d)      Use its reasonable best efforts to comply with all\napplicable federal and state securities laws (including without limitation the\nrules and regulations of the Commission), and make generally available to its\nsecurity holders earning statements satisfying the provisions of Section 11(a)\nof the Securities Act no later than forty-five (45) days after the end of a\ntwelve (12) month period after the Closing Date (or within ninety (90) days\nafter the end of a fiscal year).\n\n                  (e)      At the request of each Purchaser, use its reasonable\nbest efforts to furnish on the date that the Registrable Securities are\ndelivered to any underwriter for sale in connection with a registration pursuant\nto this Agreement (i) an opinion of the counsel representing the Company for the\npurposes of such registration, and (ii) a letter from the independent certified\npublic accountants of the Company, each dated such date and in form and\nsubstance as is customarily given by counsel and independent certified public\naccountants to underwriters in an underwritten public offering, addressed to\neach Purchaser's underwriter and to each Purchaser.\n\n         The Purchasers, upon receipt of any notice from the Company of the\nhappening of any event of the kind described in paragraph (c) above, will\nforthwith discontinue, and cause their respective Affiliates to discontinue,\ndisposition of the Registrable Securities until the Purchasers' \n\n                                       26\n\n\nreceipt of the copies of the supplemented or amended prospectus contemplated by\nparagraph (c) above or until they are advised in writing by the Company that the\nuse of the prospectus may be resumed and have received copies of any additional\nor supplemental filings which are incorporated by reference in the prospectus.\nIf so directed by the Company, the Purchasers will deliver to the Company or\ndestroy all copies, other than permanent file copies then in the possession of\nthe Purchasers or their respective Affiliates, of the prospectus required to be\nsupplemented or amended.\n\n         7.3      INDEMNIFICATION.\n\n                  (a)      With respect to any registration of Registrable\nSecurities, the Company will indemnify each Purchaser, its officers and\ndirectors and each person controlling the Purchaser within the meaning of\nSection 15 of the Securities Act, with respect to which registration,\nqualification or compliance has been effected pursuant to this Agreement, and\neach underwriter, if any, and each person who controls any underwriter within\nthe meaning of Section 15 of the Securities Act, against all expenses, claims,\nlosses, damages and liabilities (or actions in respect thereof), including any\nof the foregoing incurred in settlement of any litigation, commenced or\nthreatened, arising out of or based on any untrue statement (or alleged untrue\nstatement) of a material fact contained in any registration statement,\nprospectus, offering circular or other document, or any amendment or supplement\nthereto, incident to any such registration, qualification or compliance, or\nbased on any omission (or alleged omission) to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, or any violation by the Company of the Securities Act, the\nSecurities Exchange Act, state securities law or any rule or regulation\npromulgated under such laws applicable to the Company in connection with any\nsuch registration, qualification or compliance, and the Company will reimburse\neach Purchaser, each of their officers, directors and partners, and each person\ncontrolling such Purchaser, each such underwriter and each person who controls\nany such underwriter, for any legal and any other expenses reasonably incurred,\nas such expenses are incurred, in connection with investigating, preparing or\ndefending any such claim, loss, damage, liability or action, whether or not\nresulting in any liability, provided that the Company will not be liable in any\nsuch case to the extent that any such claim, loss, damage, liability or expense\narises out of or is based on any untrue statement or omission or alleged untrue\nstatement or omission, made in reliance upon and in conformity with written\ninformation furnished to the Company by an instrument duly executed by such\nPurchaser, controlling person or underwriter and stated to be specifically for\nuse therein; provided, however, that the foregoing indemnity agreement is\nsubject to the condition that, insofar as it relates to any such untrue\nstatement, alleged untrue statement, omission or alleged omission made in a\npreliminary prospectus, such indemnity agreement shall not inure to the benefit\nof any underwriter, or each Purchaser, if there is no underwriter, if a copy of\nthe final prospectus filed with the Commission pursuant to its Rule 424(b) was\nnot furnished to the person asserting the loss, liability, claim or damage at or\nprior to the time such action is required by the Securities Act, and if such\nfinal prospectus cured the untrue statement, alleged untrue statement, omission\nor alleged omission giving rise to the loss, liability, claim or damage.\n\n                                    27\n\n\n\n                  (b)      With respect to any registration of Registrable\nSecurities, each Purchaser will indemnify, severally and not jointly, the\nCompany, each of its directors and officers, each underwriter, if any, of the\nCompany's securities covered by such registration statement, and each person who\ncontrols the Company or such underwriter within the meaning of Section 15 of the\nSecurities Act against all expenses, claims, losses, damages and liabilities (or\nactions in respect thereof) arising out of or based on any untrue statement (or\nalleged untrue statement) of a material fact contained in any such registration\nstatement, prospectus, offering circular or other document, or any omission (or\nalleged omission) to state therein a material fact required to be stated therein\nor necessary to make the statements therein not misleading, and will reimburse\nthe Company, such directors, officers, partners, persons, underwriters or\ncontrol persons for any legal or any other expenses reasonably incurred, as such\nexpenses are incurred, in connection with investigating, preparing or defending\nany such claim, loss, damage, liability or action, in each case to the extent,\nbut only to the extent, that such untrue statement (or alleged untrue statement)\nor omission (or alleged omission) is made in such registration statement,\nprospectus, offering circular or other document in reliance upon and in\nconformity with written information furnished to the Company by an instrument\nduly executed by the Purchaser and stated to be specifically for use therein.\nNotwithstanding the foregoing, the liability of each Purchaser under this\nSection 7.3(b) shall be limited to and in proportion to an amount equal to the\nnet proceeds received by such Purchaser from the sale of the Registrable\nSecurities sold by the Purchaser pursuant to such registration statement. In no\nevent will a Purchaser be required to enter into any agreement or undertaking\nfor the benefit of the Company in connection with any registration under this\nAgreement providing for any indemnification or contribution obligations on the\npart of the Purchaser greater than the Purchaser's obligations under this\nSection 7.3(b).\n\n                  (c)      Each party entitled to indemnification under this\nSection 7.3 (the \"Indemnified Party\") shall give notice to the party required to\nprovide indemnification (the \"Indemnifying Party\") promptly after such\nIndemnified Party has actual knowledge of any claim as to which indemnity may be\nsought, and shall permit the Indemnifying Party to assume the defense of any\nsuch claim or any litigation resulting therefrom, provided that counsel for the\nIndemnifying Party, who shall conduct the defense of such claim or litigation,\nshall be approved by the Indemnified Party (whose approval shall not be\nunreasonably be withheld or delayed), and the Indemnified Party may participate\nin such defense at such party's expense, and provided further that the failure\nof any Indemnified Party to give notice as provided herein shall not relieve the\nIndemnifying Party of its obligations under this Agreement unless the failure to\ngive such notice is materially prejudicial to an Indemnifying Party's ability to\ndefend such action, and provided further that the Indemnifying Party shall not\nassume the defense for matters as to which representation of both the\nIndemnifying Party and the Indemnified Party by the same counsel would be\ninappropriate due to actual or potential differing interests between them, but\nshall instead in such event pay the fees and costs of separate counsel for the\nIndemnified Party. No Indemnifying Party, in the defense of any such claim or\nlitigation, shall, except with the consent of each Indemnified Party, consent to\nentry of any judgment or enter into any settlement which does not include as an\nunconditional term thereof the giving by the claimant or plaintiff to such\nIndemnified Party of a release from all liability in respect to such claim or\nlitigation. No\n\n                                    28\n\n\n\nIndemnified Party shall be entitled to indemnification from any Indemnifying\nParty for any amounts paid in any settlement effected without the consent of the\nIndemnifying Party.\n\n                  (d) The indemnification provided for under this Agreement will\nremain in full force and effect regardless of any investigation made by or on\nbehalf of the Indemnified Party or any officer, director or controlling person\nof such Indemnified Party.\n\n                  7.4      PURCHASER CONDITIONS. The Company's obligations to\nthe Purchasers under this Article 7 will be conditioned on compliance with the\nfollowing:\n\n                  (a)      The Purchasers and their respective Affiliates will\ncooperate with the Company in connection with the preparation of the applicable\nregistration statement, and for so long as the Company is obligated to keep such\nregistration statement effective, the Purchasers and their respective Affiliates\nwill provide to the Company, in writing and in a timely manner, for use in such\nregistration statement (and expressly identified in writing as such), all\ninformation regarding themselves and their respective Affiliates and such other\ninformation as may be required by applicable law to enable the Company to\nprepare such registration statement and the related prospectus covering the\napplicable Registrable Securities owned by the Purchasers and to maintain the\ncurrency and effectiveness thereof, so long as the Company executes a\nconfidentiality agreement in form and substance reasonably satisfactory to the\nPurchasers in the event any confidential information is requested by the\nCompany;\n\n                  (b)      During such time as the Purchasers and their\nrespective Affiliates may be engaged in a distribution of the Registrable\nSecurities, the Purchasers and their respective Affiliates will comply with all\napplicable laws, including Regulation M promulgated under the Exchange Act, and,\nto the extent required by such laws, will, among other things: (A) not engage in\nany stabilization activity in connection with the securities of the Company in\ncontravention of such rules; (B) distribute the Registrable Securities acquired\nby it solely in the manner described in the applicable registration statement;\nand (C) if required by applicable law, rules or regulations, cause to be\nfurnished to each agent or broker-dealer to or through whom such Registrable\nSecurities may be offered, or to the offeree if an offer is made directly by the\nPurchasers and their respective Affiliates, such copies of the applicable\nprospectus (as amended and supplemented to such date) and documents incorporated\nby reference therein as may be required by such agent, broker-dealer or offeree,\nprovided that the Company shall provide the Purchasers with an adequate number\nof copies thereof; and\n\n                  (c)      The Purchasers and their respective Affiliates will\npermit the Company and its representatives and agents to examine such documents\nand records and will supply in a timely manner any information as they may be\nreasonably request to provide in connection with the offering or other\ndistribution of Registrable Securities by the Purchasers;\n\n                  (d)      On notice from the Company of the happening of any of\nthe events specified in Section 7.4(c), or that requires the suspension by the\nPurchasers and their respective \n\n                                       29\n\n\nAffiliates of the distribution of any of the Registrable Securities owned by the\nPurchasers, then the Purchasers and their respective Affiliates will cease\noffering or distributing the Registrable Securities owned by the Purchasers\nuntil the offering and distribution of the Registrable Securities owned by the\nPurchasers may recommence in accordance with the terms hereof and applicable\nlaw.\n\n                  (e)      The Purchasers and their respective Affiliates will\nenter into such agreements with the Company and any broker-dealer or similar\nsecurities industry professional containing representations, warranties,\nindemnities and agreements as are customarily entered into and made by a seller\nof securities and such seller's controlling shareholders with respect to\nsecondary distributions under similar circumstances.\n\n         7.5      Intentionally Omitted\n\n         7.6      TRANSFER OF REGISTRATION RIGHTS. The rights to cause the\n                  Company to register securities granted each Purchaser under\n                  this Article VII may be assigned or transferred to any\n                  Permitted Transferee of any of the Registrable Securities or\n                  any other transferee of any of the Registrable Securities with\n                  the prior written consent of the Company which shall not be\n                  unreasonably withheld.\n\n                                  ARTICLE VIII\n\n                               CERTAIN DEFINITIONS\n\n         As used in this Agreement, the following terms shall have the following\nmeanings (such meanings to be equally applicable to both the singular and plural\nforms of the terms defined):\n\n         \"Affiliate\" of any Person shall mean any Person, directly or\nindirectly, controlling, controlled by or under common control with such Person.\n\n         \"Agreement\" means this Securities Purchase Agreement as from time to\ntime amended and in effect between the parties.\n\n         \"Benefit Plans\" shall have the meaning set forth in Section 2.8(e).\n\n         \"Call Notice\" shall have the meaning set forth in Section 1.2(b).\n\n         \"Closing\" and \"Closing Date\" shall the meanings set forth in Section\n1.3.\n\n         \"Co-Branding and Marketing Agreement\" shall have the meaning set forth\nin Section 5.8.\n\n         \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n\n                                       30\n\n\n         \"Commission\" shall have the meaning set forth in Section 2.3.\n\n         \"Common Stock\" shall have the meaning set forth in the preamble.\n\n         \"Company\" means and shall include TheStreet.com, Inc., a Delaware\ncorporation, its predecessors, successors and assigns.\n\n         \"Demand Registration\" shall have the meaning set forth in Section\n7.2.1.\n\n         \"ERISA\" shall have the meaning set forth in Section 2.16.\n\n         \"ERISA Documents\" shall have the meaning set forth in Section 2.16\n\n         \"Financial Statements\" shall have the meaning set forth in Section 2.7.\n\n         \"Founders\" shall mean James J. Cramer and Martin Peretz.\n\n         \"GAAP\" means generally accepted accounting principles set forth in the\nopinions and pronouncements of the Accounting Principles Board and the American\nInstitute of Certified Public Accountants and statements and pronouncements of\nthe Financial Accounting Standards Board.\n\n         \"Go2Net\" shall mean Go2Net, Inc., a Delaware corporation, its\npredecessors, successors and assigns.\n\n         \"Go2Net Option\" shall have the meaning set forth in Section 1.2(a).\n\n         \"Go2Net Option Shares\" shall have the meaning set forth in Section\n1.2(a).\n\n         \"HSR Act\" shall have the meaning set forth in Section 5.10.\n\n         \"Indemnified Party\" and \"Indemnifying Party\" shall have the meanings\nset forth in Section 7.5(c).\n\n         \"Intellectual Property Rights\" shall have the meaning set forth in\nSection 2.12.\n\n         \"Issuable Securities\" shall have the meaning set forth in Section 2.6.\n\n         \"Legal Expenses\" shall have the meaning set forth in Section 9.12.\n\n         \"Lien\" means, with respect to any asset, any mortgage, deed of trust,\npledge, hypothecation, assignment, security interest, lien, charge, restriction,\nrestriction transferability, \n\n\n                                       31\n\n\nadverse claim by a third party, title defect or encumbrance of any nature\nwhatsoever on any property or property interest (including any conditional sale\nor other title retention agreement, any lease in the nature thereof, any\nassignment or other conveyance of any right to receive income and any assignment\nof receivables with recourse against assignor), any filing of any financing\nstatement as debtor under the Uniform Commercial Code or comparable law of any\njurisdiction and any agreement to give or make any of the foregoing.\n\n         \"Material Adverse Effect\" shall mean a material adverse effect upon the\nbusiness, financial condition, assets, or results of operations of the Company\nand any of its Material Subsidiaries, taken as a whole.\n\n         \"Material Subsidiary\" or \"Material Subsidiaries\" shall mean any\n\"significant subsidiary\" as defined under Regulation S-X of the Securities\nExchange Act of 1934, as amended.\n\n         \"Option\" shall have the meaning set forth in Section 1.2(a).\n\n         \"Option Closing\" shall have the meaning set forth in Section 1.2(b).\n\n         \"Option Shares\" shall have the meaning set forth in Section 1.2(a).\n\n         \"Permitted Transferee\" shall mean with respect to each Purchaser (i) an\nAffiliate of such Purchaser, (ii) a successor of such Purchaser, (iii) the other\nPurchaser, (iv) an Affiliate of the other Purchaser or (v) a successor of the\nother Purchaser, provided that with respect to Go2Net, a Permitted Transferee\nshall not include any officer or director of Go2Net.\n\n         \"Person\" means an individual, corporation, partnership, limited\nliability company, joint venture, trust or unincorporated organization or a\ngovernment or agency or political subdivision thereof.\n\n         \"Preferred Stock\" shall have the meaning set forth in Section 2.4(a).\n\n         \"Purchased Shares\" shall have the meaning set forth in Section 1.1.\n\n         \"Purchaser\" shall mean either Go2Net or Vulcan.\n\n         \"Purchaser Representative\" shall have the meaning set forth in Section\n3.2.\n\n         \"Purchasers\" shall mean Go2Net and Vulcan.\n\n         \"Related Agreements\" shall have the meaning set forth in Section 2.2.\n\n         \"SEC Documents\" means all reports, schedules, registration statements\nand other documents (including all exhibits and schedules thereto) filed by the\nCompany with the Commission on or after December 31, 1999.\n\n                                       32\n\n\n         \"Securities Act\" shall have the meaning set forth in Section 2.4(c).\n\n         \"Tax\" and \"Taxes\" shall have the meaning set forth in Section 2.11.\n\n         \"Vulcan\" shall mean Vulcan Ventures Inc., a Washington corporation, its\npredecessors, successors and assigns.\n\n                                   ARTICLE IX\n\n                                  MISCELLANEOUS\n\n         9.1      SURVIVAL OF REPRESENTATIONS. The representations, warranties,\ncovenants and agreements made herein or in any certificates or documents\nexecuted in connection herewith shall survive the execution and delivery hereof\nand the Closing of the transactions contemplated hereby. Notwithstanding the\nforegoing, the representations and warranties contained in or made pursuant to\nthis Agreement shall terminate on, and no claim or action with respect thereto\nmay be brought after, the second anniversary of the Closing Date, except that\nthe representations and warranties contained in Sections 2.4(b) and 2.6 hereof\nshall survive indefinitely.\n\n         9.2      PARTIES IN INTEREST. All covenants, agreements,\nrepresentations, warranties and undertakings contained in this Agreement shall\nbe binding on and shall inure to the benefit of the respective successors and\npermitted assigns of the parties hereto (including Permitted Transferees of any\nof the Purchased Shares or the Option Shares). Except as may be required to be\ndisclosed by order of a court or otherwise required by law, the parties agree to\nmaintain in confidence the terms of the purchase of the Purchased Shares\nhereunder, except that the Purchasers may disclose such terms to their investors\nin the ordinary course and except that the Company may disclose such terms to\nits stockholders, accountants, bankers and advisors in the ordinary course.\n\n         9.3      SHARES OWNED BY AFFILIATES. For the purposes of applying all\nprovisions of this Agreement which condition the receipt of information or\naccess to information or exercise of any rights upon ownership of a specified\nnumber or percentage of shares, the shares owned of record by any Affiliate of a\nPurchaser shall be deemed to be owned by such Purchaser.\n\n         9.4      AMENDMENTS AND WAIVERS. Amendments or additions to this\nAgreement may be made and compliance with any term, covenant, agreement,\ncondition or provision set forth herein may be omitted or waived (either\ngenerally or in a particular instance and either retroactively or prospectively)\nupon the written consent of the Company and the Purchasers. This Agreement\n(including the Schedules and Exhibits annexed hereto, which are an integral part\nof this Agreement) constitutes the full and complete agreement of the parties\nwith respect to the subject matter hereof and supersedes all prior agreements\nand understandings with respect to the subject matter hereof, including without\nlimitation the Letter of Intent among the parties hereto, dated June 21, 2000.\n\n                                       33\n\n\n         9.5      NOTICES. All notices, requests, consents, reports and demands\nshall be in writing and shall be hand delivered, sent by facsimile or other\nelectronic medium, or mailed, postage prepaid, to the Company or to the\nPurchaser at the address set forth below or to such other address as may be\nfurnished in writing to the other parties hereto:\n\nThe Company:               TheStreet.com, Inc.\n                           14 Wall Street, 14th Floor\n                           New York, New York  10005\n                           Tel:  (212) 321-5000\n                           Attention:  Jordan Goldstein, Esq.\n                           Fax:  (212) 321-5013\n                           E-mail:  jgoldstein@thestreet.com\n\nwith copy to:              Hughes Hubbard &amp; Reed LLP\n                           One Battery Park Plaza\n                           New York, New York  10004\n                           Attention:  Kenneth A. Lefkowitz, Esq.\n                           Tel:  (212) 837-6000\n                           Fax:  (212) 422-4726\n                           E-mail:  lefkowit@hugheshubbard.com\n\nGo2Net:                    Go2Net, Inc.\n                           Pier 70\n                           2801 Alaskan Way, Suite 200\n                           Seattle, Washington 98121\n                           Attention:  General Counsel\n                           Tel: (206) 447-1595\n                           Fax: (206) 447-1625\n                           E-mail:  ez@go2net.com\n\nwith copy to:              Hutchins, Wheeler &amp; Dittmar\n                           A Professional Corporation\n                           101 Federal Street\n                           Boston, Massachusetts  02110\n                           Attention: Francis J. Feeney, Jr., Esq.\n                           Tel: (617) 951-6600\n                           Fax: (617) 951-1295\n                           E-mail:  fjf@hutch.com\n\nVulcan:                    Vulcan Ventures Inc.\n                           110 110th Avenue, N.E., Suite 550\n                           Bellevue, Washington 98004\n                           Attention: Diane Daggatt\n\n\n                                       34\n\n\n\n                           Tel:  (425) 453-1940\n                           Fax:  (425) 453-1985\n                           E-mail: dianeda@vnw.com\n\nwith a copy to:            Cooley Godward LLP\n                           5200 Carillon Point\n                           Kirkland, Washington 98033-7356\n                           Attention:  Christopher Wright, Esq.\n                           Tel:  (425) 893-7700\n                           Fax:  (425) 893-7777\n                           E-mail:  cwwright@cooley.com\n\n         All such notices, request, demands, consents and other communications\nshall be deemed to have been duly given or sent seven (7) days following the\ndate on which mailed, or on the date on which delivered by hand, by facsimile\ntransmission or e-mail (receipt confirmed), as the case may be, and addressed as\naforesaid.\n\n         9.6      EXPENSES. Each party hereto will pay its own expenses in\nconnection with the transactions contemplated hereby, PROVIDED, HOWEVER, that in\nthe event that the transactions contemplated hereby are consummated, the Company\nshall pay the Purchasers' reasonable costs and expenses (including reasonable\nfees and expenses of its legal counsel and accountants) in connection with the\ninvestigation, preparation, execution and delivery of this Agreement (and due\ndiligence related thereto) and the other instruments and documents to be\ndelivered hereunder and the transactions contemplated hereby and thereby on the\nClosing Date up to Fifty Thousand Dollars ($50,000).\n\n         9.7      COUNTERPARTS. This Agreement and any exhibit hereto may be\nexecuted in multiple counterparts, each of which shall constitute an original\nbut all of which shall constitute but one and the same instrument. One or more\ncounterparts of this Agreement or any exhibit hereto may be delivered via\ntelecopier, with the intention that they shall have the same effect as an\noriginal counterpart hereof.\n\n         9.8      EFFECT OF HEADINGS. The article and section headings herein\nare for convenience only and shall not affect the construction or interpretation\nhereof.\n\n\n         9.9      INTENTIONALLY OMITTED.\n\n         9.10     GOVERNING LAW. The parties hereby agree that this Agreement,\nand the respective rights, duties and obligations of the parties hereunder,\nshall be governed by and construed in accordance with the laws of the State of\nDelaware, without giving effect to principles of conflicts of law thereunder.\nEach of the parties hereby (i) irrevocably consents and agrees that any legal or\nequitable action or proceeding arising under or in connection with this\nAgreement shall be brought exclusively in the Federal or state courts sitting in\nDelaware and any court to which an \n\n                                       35\n\n\nappeal may be taken in any such litigation, and (ii) by execution and delivery\nof this Agreement, irrevocably submits to and accepts, with respect to any such\naction or proceeding, for itself and in respect of its properties and assets,\ngenerally and unconditionally, the jurisdiction of the aforesaid courts, and\nirrevocably waives any and all rights such party may now or hereafter have to\nobject to such jurisdiction.\n\n         9.11     ASSIGNMENT. This Agreement may not be assigned by either of\nthe Purchasers except that each of the Purchasers has the right to assign or\ntransfer any of its rights pursuant to this Agreement in connection with (and in\nproportion to) its transfer of securities purchased hereunder to any Permitted\nTransferee or to any other party with the prior written consent of the Company,\nwhich shall not be unreasonably withheld. The Company may not assign or transfer\nany of its rights pursuant to this Agreement unless the Company first obtains\nthe express written consent of the Purchasers. Any assignment in violation of\nthe terms of this Agreement shall be null and void AB INITIO.\n\n         9.12     REMEDIES. The Company stipulates that the remedies at law of\nthe Purchasers in the event of any default or threatened default by the Company\nin the performance of or compliance with any of the terms of Section 1.2 hereof\nare not and will not be adequate, and that such terms may be specifically\nenforced by a decree for the specific performance of any provision of Section\n1.2 or by an injunction against a violation of any of the terms thereof or\notherwise.\n\n         9.13     HSR ACT. On or before any Option Closing Date, all required\nfilings (if necessary) under the HSR Act shall have been made by the parties\nrequired to do so, and any waiting period (and any extension thereof) under the\nHSR Act, applicable to the transactions contemplated hereby shall have expired\nor shall have terminated and neither the Company nor the applicable Purchaser\nshall be subject to any injunction or temporary restraining order against\nconsummation of the transactions contemplated hereby.\n\n         9.14     WAIVER OF JURY TRIAL. Each of the Company, Go2Net and Vulcan\nhereby expressly waives its respective rights to a jury trial of any claim or\ncause of action based upon or arising out of this Agreement, any other related\nagreements or any dealings between them relating to the subject matter of this\nAgreement. The Company and the Purchasers also waive any bond or surety or\nsecurity upon such bond which might, but for this waiver, be required of any\nparty. The scope of this waiver is intended to be all encompassing of any and\nall disputes that may be filed in any court and that relate to the subject\nmatter of this transaction, including without limitation, contract claims, tort\nclaims, breach of duty claims, and all other common law and statutory claims.\nThe Company and the Purchasers further warrant and represent that each has\nreviewed this waiver with its legal counsel, and that each voluntarily waives\nits jury trial rights following consultation with legal counsel. This waiver is\nirrevocable and may only be modified either orally or in amendments, renewals,\nsupplements or modifications to this agreement, any other related agreement or\nthe purchased shares. In the event of litigation, this agreement may be filed as\na written consent to a trial (without a jury) by the court.\n\n                                       36\n\n\n         9.15.    RESTRICTIONS ON ACTIONS. (a) Except for the Purchased Shares,\nOption Shares and as permitted by this Section 9.15, each Purchaser agrees that\nuntil the earlier of (i) the third anniversary of the date of this Agreement,\n(ii) the termination or expiration of the Co-Branding and Marketing Agreement\n(unless due to a breach by Go2Net of its obligations thereunder) or (iii) the\ndate on which such Purchaser no longer owns any Purchased Shares or Option\nShares, without the prior consent of the Board of Directors of the Company, it\nwill not at any time, nor will it permit any of its Subsidiaries or Affiliates\nto, acquire directly or indirectly, by purchase or otherwise, record ownership\nor beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act\n) of any voting securities of the Company (other than the Purchased Shares, the\nOption and the Option Shares), or rights or options to acquire, or securities\nconvertible into or exchangeable for, any such voting securities (such voting\nsecurities other than the Purchased Shares, the Option and the Option Shares),\nand such rights, options and convertible or exchangeable securities (other than\nthe Option), being herein defined as \"Other Securities\"; provided that the term\n\"Other Securities\" shall not include any voting securities of the Company or any\nrights or options to acquire, or securities convertible into or exchangeable\nfor, any such voting securities including, without limitation, the Option\nShares, which a Purchaser may acquire as a result of any distribution by the\nCompany to holders of its capital stock generally and such Purchaser receives\nsuch Other Securities solely in its capacity as a holder of capital stock of the\nCompany.\n\n                  (b)      The Purchasers agree that, without the prior consent\nof the Board of Directors of the Company, neither of them will at any time, nor\nwill a Purchaser permit any subsidiaries or Affiliates to: (i) solicit proxies\nto vote any securities of the Company under any circumstances for a change in\nthe directors or management of the Company, or in connection with a merger or\nacquisition of the Company, or deposit any securities of the Company in a voting\ntrust or subject them to a voting agreement or other agreement of similar\neffect; (ii) initiate, propose, or otherwise solicit any stockholder of the\nCompany for the approval of, or induce or attempt to induce any other person to\ninitiate any stockholder proposal for a change in the directors or management of\nthe Company or in connection with a merger or acquisition of the Company; or\n(iii) take any action individually or jointly with any Person or group, or\nassist any Person or group in taking any action, which it could not take\nindividually under the terms of this section.\n\n                  (c)      The preceding provisions in this Section 9.15 shall\nterminate in the event that the Board of Directors of the Company shall (i)\napprove a tender offer for a majority of the outstanding capital stock of the\nCompany; (ii) liquidate the Company or sell all or substantially all of the\nassets of the Company to another Person; (iii) approve a merger or consolidation\nof the Company with any other Person that would result in the voting securities\nof the Company outstanding immediately prior thereto representing less than a\nmajority of the voting power to elect a majority of the board of directors or\nsimilar body of the Person surviving such merger or resulting from such\nconsolidation; or (iv) sell or otherwise issue to any person voting securities\n\n                                       37\n\n\n\nof the Company having a majority of the combined Voting Power of the voting\nsecurities of the Company where Voting Power means the power to vote in the\nelection of directors generally.\n\n                  (d)      In the event of any action by the Board of Directors\nof the Company described in the Section 9.15(c), the Company shall notify each\nPurchaser at least fifteen (15) days prior to the final approval of such\ntransaction. All of the provisions of this subsection shall be reinstated and\nshall apply in full force according to their terms in the event that: (x) if the\npreceding provisions of this Article shall have terminated as a result of a\ntender offer under clause (c)(i) above, such tender offer (as originally made or\nas extended or modified) shall have terminated (without any securities being\naccepted thereunder for purchase) prior to the commencement of a tender offer by\nany Purchaser or any of its subsidiaries or Affiliates that would have been\npermitted pursuant to clause (c)(i) as a result of such third-party tender\noffer; (y) any tender offer by any Purchaser or any of its subsidiaries or\nAffiliates (as originally made or as extended or modified) that was permitted to\nbe made pursuant to clause (c)(ii) through (iv) shall have terminated (without\nany securities being accepted thereunder for purchase); or (z) if the preceding\nprovisions of this Article shall have terminated as a result of clause (c)(ii)\nthrough (iv), the Board of Directors of the Company shall have determined to\nrescind or abandon the previous action described in clause (c)(ii) through (iv)\n(and no such action shall have closed). Upon reinstatement of the provisions of\nthis Section 9.15, the preceding provisions of this Section 9.15 shall continue\nto govern, including, without limitations, those that provide for the\ntermination of the preceding provisions of this Section 9.15 in the event that\nany of the events described in clause (c) shall occur.\n\n                  (e)      This Section 9.15 shall not be applicable to any\nPurchased Shares and\/or Option Shares sold by a Purchaser or an Permitted\nTransferee pursuant to a registration statement filed by the Company or under\nthe Securities Act, or Rule 144.\n\n         9.16     RIGHT OF FIRST REFUSAL. If a Purchaser proposes to sell,\ntransfer or assign any of its Purchased Shares or Option Shares on or before\nAugust 7, 2001 then prior to such sale, transfer or assignment, such Purchaser\nshall give written notice to the Company of such transfer, sale or assignment\nfor purposes of offering the Company the opportunity to purchase such Purchase\nShares or Option Shares on the same terms and conditions as set forth in such\noffer to purchase (the \"Notice\"). The Notice shall describe in reasonable detail\nthe proposed transfer including: (i) the number of Purchased Shares or Option\nShares to be transferred, (ii) the nature of such Transfer, and (iii) if such\ntransfer is to be done by a private placement, then the name and address of each\nprospective purchaser or transferee and the consideration to be paid for the\nPurchased Shares or Option Shares. If the Purchaser desires to sell any of the\nPurchased Shares or Option Shares to the public pursuant to a registration\nstatement filed with and declared effective by the Commission under the\nSecurities Act then the applicable price per share shall be the closing price of\nthe Common Stock on the Nasdaq National Market on the date of the Notice\n(reduced by an amount per share equal to one-half (1\/2) of the brokerage\ndiscounts and commissions (or other items constituting compensation to an agent\nor broker-dealer and any stock transfer fees (including the cost of all transfer\ntax stamps) or underwriting discounts and \n\n\n                                       38\n\n\n\ncommissions (only to the extent that the Purchaser(s) determine that such sale\nshould be pursuant to an underwritten offering), if any, that would be due if\nsuch Purchased Shares or Option Shares, as the case may be, were offered in a\nregistered offering). In the event that within one (1) business day following\nits receipt of the Notice, the Company does not notify the Purchaser in writing\nof its desire to purchase all, but not less than all, of such Purchased Shares\nor Option Shares on the same terms and conditions as set forth in the Notice,\nthen such Purchaser may sell the Purchased Shares or Option Shares. The Company\nshall effect the purchase of the Purchased Shares or Option Shares, including\npayment of the purchase price, not more than one (1) business day after delivery\nof its notice to the Purchaser that it intends to purchase the Purchased Shares\nor Option Shares, and at such time the Purchaser shall deliver to the Company\nthe certificate(s) representing the Purchased Shares or Option Shares to be\npurchased by the Company, each certificate to be properly endorsed for transfer.\nThe Purchased Shares or Option Shares so purchased shall thereupon be cancelled\nand cease to be issued and outstanding shares of the Company's Common Stock.\nNotwithstanding the foregoing, the right of first refusal of the Company set\nforth in this Section 9.16 shall not apply to any assignment or transfer to any\nPermitted Transferee. Notwithstanding the foregoing, in the event that one or\nboth of the Founders determines to sell all or a portion of the capital stock of\nthe Company owned by such Founder on or before August 7, 2001 then this Section\n9.16 shall not prohibit either of the Purchasers from also selling a portion of\nthe Purchased Shares and\/or the Option Shares owned by such Purchaser equal to\nthe same percentage of such Purchaser's total number of Purchased Shares and\/or\nOption Shares as sold by such Founder in relation to the total number of shares\nof capital stock owned by such Founder.\n\n         9.17     EMPLOYMENT AGREEMENTS. On or before the tenth day following\nthe Closing Date, the Company shall enter into an employment agreement, in form\nand substance reasonably acceptable to each of the Purchasers, with each of the\nfollowing individuals: Thomas J. Clarke, David Kansas, Richard Auletta, Jason\nYoung, Jonathan Krim, Geoff Lewis, Erle Norton and John J. Edwards III.\n\n         9.18     KNOWLEDGE. For purposes of this Agreement, the term\n\"knowledge\" means, as to the Company or any of its subsidiaries, the collective\nactual knowledge of Thomas J. Clarke, David Kansas, Lisa Mogensen, Bryan Levine\nand Jordan Goldstein after due inquiry and a review of the Company's books and\nrecords.\n\n                                   * * * * * *\n\n\n                                       39\n\n\n\n                               THESTREET.COM, INC.\n\n                           COUNTERPART SIGNATURE PAGE\n\n         IN WITNESS WHEREOF, the Company and the Purchaser have caused this\nAgreement to be duly executed and delivered as an instrument under seal as of\nthe date first above written.\n\n                                   THE COMPANY:\n\n                                   THESTREET.COM, INC.\n\n                                   By: \/s\/ Thomas J. Clarke\n                                      ------------------------------------\n                                     Name: Thomas J. Clarke\n                                     Title: Chief Executive Officer\n\n                                   PURCHASERS:\n\n                                   GO2NET, INC.\n\n                                   By: \/s\/ Michael J. Riccio, Jr.\n                                      ------------------------------------\n                                     Name: Michael J. Riccio, Jr.\n                                     Title: Chief Operating Officer\n\n                                   VULCAN VENTURES INC.\n\n                                   By: \/s\/ William D. Savoy\n                                      ------------------------------------\n                                     Name:  William D. Savoy\n                                     Title:  President\n\n\n\n                                      S-1\n\n\n\n                                   SCHEDULE A\n\n<\/pre>\n<table>\n<caption>\n<p>PURCHASER                     NUMBER OF SHARES          AGGREGATE<br \/>\n&#8212;&#8212;&#8212;                     &#8212;&#8212;&#8212;&#8212;&#8212;-          PURCHASE PRICE<br \/>\n                                                        &#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p><s>                           <c>                       <c><br \/>\nGo2Net, Inc.                  670,167                   $3,726,128.52<\/p>\n<p>Vulcan Ventures Inc.          670,167                   $3,726,128.52<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7652],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43581","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-go2net-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43581","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43581"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43581"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43581"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43581"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}