AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2003 TABLE OF CONTENTSMerger Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
1 EXHIBIT 10.08 AMENDED AND RESTATED SERVICES AGREEMENT This AGREEMENT made as of the 13th Day of January, 1999, by and between MARKETWATCH.COM.LLC, 825 Battery Street, San Francisco, CA 94111, (herein called "MarketWatch") and DATA BROADCASTING...Services Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation
LIMITED LIABILITY COMPANY AGREEMENT of MARKETWATCH.COM, LLC between CBS INC. and DATA BROADCASTING CORPORATIONLimited Liability Company Agreement • October 13th, 1998 • Marketwatch Com Inc • New York
Common StockUnderwriting Agreement • November 27th, 1998 • Marketwatch Com Inc • Services-computer processing & data preparation • Maryland
1 EXHIBIT 10.03 CONTRIBUTION AGREEMENTContribution Agreement • October 13th, 1998 • Marketwatch Com Inc • New York
EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), is entered into as of July 1, 1998 (the "COMMENCEMENT DATE"), by Marketwatch.Com, LLC (the "COMPANY") and Lawrence S. Kramer (the "EXECUTIVE"). 1. TERM OF EMPLOYMENT: The...Employment Agreement • October 13th, 1998 • Marketwatch Com Inc • California
RECITALSRevolving Credit Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • California
1 EXHIBIT 4.02 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of January 13, 1999 (the "EFFECTIVE DATE") by and between MarketWatch.com, Inc., a Delaware corporation (the "COMPANY"), and...Registration Rights Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
BACKGROUNDEmployment Agreement • August 9th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Minnesota
LEASELease • October 13th, 1998 • Marketwatch Com Inc • California
1 EXHIBIT 10.07 AMENDED AND RESTATED LICENSE AGREEMENT This AGREEMENT made on January 13, 1999, and effective as of the 29th day of October, 1997, by and between CBS Broadcasting, Inc. (formerly known as CBS Inc.), 51 West 52nd Street, New York, New...License Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • New York
BACKGROUNDEmployment Agreement • August 9th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Minnesota
Recitals:Affiliate Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
MERGER AGREEMENT OF MARKETWATCH.COM, LLC WITH AND INTO MARKETWATCH.COM, INC.Merger Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
RecitalsVoting Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
RECITALSAgreement and Plan of Reorganization • July 12th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 10.04 TAB 4 EXHIBIT BLicense Agreement • October 13th, 1998 • Marketwatch Com Inc • New York
NO. ---------------- MARKETWATCH.COM, LLC OPTION AGREEMENT This Option Agreement ("AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Marketwatch.Com, LLC, a Delaware limited liability...Option Agreement • October 13th, 1998 • Marketwatch Com Inc • California
MERGER AGREEMENT OF MARKETWATCH.COM, LLC WITH AND INTO MARKETWATCH.COM, INC.Merger Agreement • January 13th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
RECITALSStockholders' Agreement • March 31st, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California
This Employment Agreement (the "Agreement") is entered into as of March 17, 2003 (the "Commencement Date") by MarketWatch.com, Inc. (the "Company") and Doug Appleton (the "Executive").
JOINT VENTURE AGREEMENT (this Agreement) made on June 19, 2000 Between: Whereas: It is agreed as follows:Joint Venture Agreement • November 14th, 2000 • Marketwatch Com Inc • Services-computer processing & data preparation • England
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California
This Employment Agreement (the "Agreement"), is entered into as of March 15, 2003 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Joan Platt (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2002 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California
This Employment Agreement (the "Agreement") is effective as of July 1, 2001 (the "Commencement Date") by MarketWatch.com, Inc. (the "Company") and Lawrence S. Kramer (the "Executive"). This Agreement supercedes and replaces all previous agreements with regard to this subject matter.
RECITALSIndemnification Agreement • January 13th, 1999 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
Platt EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is entered into as of December 1, 1999 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Joan Platt (the "Executive"). 1. Term of Employment: The term of...Employment Agreement • March 30th, 2000 • Marketwatch Com Inc • Services-computer processing & data preparation • California
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2000 • Marketwatch Com Inc • Services-computer processing & data preparation • California
This Employment Agreement (the "Agreement"), is entered into as of October 2, 2000 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and William Bishop (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2001 • Marketwatch Com Inc • Services-computer processing & data preparation • Minnesota
This Agreement is entered into in connection with an Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of April 28, 1999, by and among MarketWatch.com, Inc., ("MarketWatch"), Big Dog Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of MarketWatch ("Sub"), Charts and certain shareholders of Charts, pursuant to which Sub is to merge with and into Charts, with Charts becoming a wholly-owned subsidiary of MarketWatch (the "Merger"). The date on which the Merger becomes effective will be the effective date of this Agreement (the "Effective Date").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made as of December 15, 2003, by and among NMP, Inc., a Delaware corporation ("Holdco"), MarketWatch.com, Inc., a Delaware corporation ("Parent"), Pinnacor Inc., a Delaware corporation ("Company"), Maple Merger Sub, Inc., a Delaware corporation ("Parent Merger Sub") and a direct wholly-owned subsidiary of Holdco, and Pine Merger Sub, Inc., a Delaware corporation ("Company Merger Sub") and a direct wholly owned subsidiary of Holdco.
AMENDMENT NO. 1 TO THE VOTING AND WAIVER AGREEMENTVoting and Waiver Agreement • December 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing
This Amendment No. 1, dated December 15, 2003, amends the Voting and Waiver Agreement, dated as of July 22, 2003 (the "Agreement"), by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc. (the "Company"), CBS Broadcasting Inc. ("CBS") and Pearson International Finance Ltd. ("PIFL"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Agreement.
CONTENTSSale and Purchase Agreement • April 1st, 2002 • Marketwatch Com Inc • Services-computer processing & data preparation
Financial Times, Pearson Internet and the Seller are parties to a joint venture agreement dated 19 June, 2000 governing the relationship of the Seller and Pearson Internet as shareholders in Financial Times MarketWatch.com (Europe) Limited (the JV Agreement).
RECITALSVoting and Waiver Agreement • July 23rd, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 14th, 2001 • Marketwatch Com Inc • Services-computer processing & data preparation
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of March 28, 2000 (the "Effective Date") by and among MarketWatch.com, Inc., a Delaware corporation (the "Company"), and the...Stock Purchase Agreement • May 15th, 2000 • Marketwatch Com Inc • Services-computer processing & data preparation • Delaware
