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Activist Letters

Cannell Capital Letter to TheStreet Shareholders: Overhual the Board

Recall that Cannell Capital went active on TheSteet back in December, really taking to task founder Jim Cramer in an open letter, with the notable quote "you have enjoyed considerable non-pecuniary compensation such as perfumed sedan driver(s) and assorted assistants who spray ionized lavender water on your barren cranium." Cannell owns 8.8% of TheStreet and is urging shareholders to overhaul the board and noted that it has had conversations with the company - up until April that is. Here's the latest from Cannell to TheStreet shareholders:

 May 18, 2015

Dear fellow shareholders,

For the 3,081,118 shares of TheStreet, Inc. ("TST") for which it enjoys proxy,
Cannell Capital LLC ("Cannell Capital") has voted against the election of the
Board's endorsed directors, against: (i) the restatement of the 2007
compensation plan; (ii) against advisory approval of TST's executive
compensation; and (iii) against granting TST the ability to consider and act
upon any other matters which might come be presented at the June 11, 2015
annual meeting. Cannell Capital encourages all other shareholders to do the
same by visiting before June 9, 2015.

On December 3, 2015 Cannell Capital amended its filing position in a Schedule

On March 4, 2015, Cannell Capital proposed five qualified candidates for the
TST Board of Directors telephonically to TST CEO Elizabeth DeMarse.

In April 2015, Cannell Capital engaged in several productive conversations with
TST officers, who purport to represent all shareholders. During this dialogue,
Cannell Capital and TST continued to exchange the names of candidates for the
TST Board. On April 24, 2015, at the bequest of TST, Cannell proposed in writing
three more qualified candidates - a total of eight altogether - for the TST
Board. In return, TST proposed one "pre-approved" candidate, Mr. Stephen R.

On April 29, 2015, despite promising "bold and decisive action" TST chose
to ignore the many qualified candidates of Cannell Capital, instead nominating
incumbent directors James J. Cramer and Mark Walsh. On April 30, 2015 Cannell
and TST reached an agreement, in principle, on Mr. Zacharias's appointment
and sundry other terms.

On May 13, 2015, TST rejected the selfsame settlement - now objecting to the
very director which it had already proposed and approved!

In subsequent releases, Cannell Capital will outline more reasons why it
thinks that interests of the Board of Directors of your company, TheStreet,
Inc., are not fully aligned with your interests and those of most other

It is the opinion of Cannell Capital that the value of TST exceeds its current
market appraisal. Cannell Capital further believes that this gap would contract
favorably after the election of some new and truly independent members of the
Board of Directors.

On May 8, 2015, TST reported a net loss of ($1.07) million for the three months
ending March 31, 2015. On April 16, 2015, TST CFO John Ferrara forecast that
TST would likely spend in excess of $500,000 of shareholder money for sundry
professionals to try to block the enhancement and independence of the board
which Cannell Capital has called for.

It is the experience and belief of Cannell Capital that good management and
directors don't spend lavishly to protect their own positions, jobs and perks.
A good board is objective. A good board puts all shareholders before the
interest of members of the board or management.

Shareholders are encouraged to read the proxy carefully, review the facts
contained in the attachments and ignore the monkeyshines of management
which TST will likely spin.


J. Carlo Cannell
Managing Member
Cannell Capital LLC