AGREEMENT AND PLAN OF MERGER among JUPITERMEDIA CORPORATION, MEDIABISTRO ACQUISITION SUBSIDIARY, INC. MEDIABISTRO.COM INC.

Exhibit 10.1

Execution Version

AGREEMENT AND PLAN OF MERGER

among

JUPITERMEDIA CORPORATION,

MEDIABISTRO ACQUISITION SUBSIDIARY, INC.

MEDIABISTRO.COM INC.

and

LAUREL TOUBY, AS AGENT OF THE SECURITY HOLDERS OF

MEDIABISTRO.COM INC.

Dated as of July 17, 2007

TABLE OF CONTENTS

- i -

- ii -

- iii -

- iv -

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of July 17, 2007, by and among Jupitermedia Corporation, a Delaware corporation (“ Parent ”), Mediabistro Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), Mediabistro.com Inc., a Delaware corporation (the “ Company ”) and Laurel Touby, as agent for the security holders of the Company (the “ Stockholders’ Agent ”).

W I T N E S S E T H:

WHEREAS, Parent and the Company desire to effect a business combination by means of the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “ Merger ”);

WHEREAS, the Board of Directors of each of Parent and Merger Sub and the Board of Directors of the Company have approved and declared advisable the Merger upon the terms and subject to the conditions set forth herein in accordance with the DGCL (as defined below);

WHEREAS, immediately prior to the execution of this Agreement, all of the holders of Series A Preferred Stock (as defined below) have, pursuant to and in accordance with the terms of the Certificate of Incorporation (as defined below) converted their respective shares of Series A Preferred Stock on a one for one basis into shares of Common Stock (as defined below);

WHEREAS, immediately prior to the execution of this Agreement, all or substantially all of the holders of Company Options (as defined below) have, pursuant to and in accordance with the terms thereof exercised their respective Company Options and acquired shares of Common Stock (as defined below);

WHEREAS, after giving effect to the aforesaid conversion, the holders of at least a majority of the issued and outstanding shares of Common Stock (as defined below), constituting the only securities of the Company entitled to vote upon this Agreement and the transactions contemplated hereby (including the Merger), in accordance with the terms of the Certificate of Incorporation and the DGCL, have, pursuant to a written consent, a copy of which is attached hereto as Exhibit A (the “ Stockholder Consent ”), approved the Merger and adopted this Agreement;

WHEREAS, pursuant to the Merger, among other things, and subject to the terms and conditions of this Agreement, all of the issued and outstanding shares of the Company’s Common Stock (as defined below) and the Company Options shall be converted into the right to receive a portion of the Merger Consideration (as defined below);

WHEREAS, a portion of the Merger Consideration otherwise payable in connection with the Merger shall be deposited in escrow by Parent with the Escrow Agent (as defined below) in order to fund (i) potential claims made by Parent for indemnification pursuant to Article X hereof and (ii) potential adjustments to the Merger Consideration pursuant to Section 4.8 hereof;

WHEREAS, a portion of the Merger Consideration otherwise payable in connection with the Merger shall be deposited in escrow by the Stockholders’ Agent in order to fund the Sellers’ Internal Escrow Fund and to pay any future costs or expenses of the Stockholders’ Agent in connection with the discharge of her duties hereunder; and

WHEREAS, the Earnout Payments (as defined below), if any, and any Working Capital Adjustment (as defined below) and any distribution from the Escrow Fund in favor of the Sellers shall be paid to the Stockholders’ Agent for the benefit of all of the Sellers (as defined below).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements hereinafter contained, the Parties (as defined below) hereby agree as follows:

ARTICLE I.

DEFINITIONS

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

“ Accelerated First Earnout Gross Margin ” — See Section 4.7(c) hereof.

“ Accelerated First Earnout Amount ” — See Section 4.7(c) hereof.

“ Accelerated First Earnout Payment ” — See Section 4.7(c) hereof.

“ Accelerated First Earnout Statement ” — See Section 4.7(c) hereof.

“ Accelerated Second Earnout Gross Margin ” — See Section 4.7(d) hereof.

“ Accelerated Second Earnout Payment ” — See Section 4.7(d) hereof.

“ Accelerated Second Earnout Statement ” — See Section 4.7(d) hereof.

“ Accounts Receivable ” — See Section 5.7 hereof.

“ Affiliate ” shall mean, as to any Person, any other Person that controls, is controlled by, or is under common control with, such Person.

“ Agreement ” — See Preamble hereto.

- 2 -

“ Applicable Percentage Interest ” shall mean the percentage interest of each of the Sellers of the Fully Diluted Shares as set forth on Schedule 4.1 .

“ Arbiter ” — See Section 4.8(c) hereof.

“ Balance Sheet ” — See Section 5.5(a) hereof.

“ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which banks in the State of New York are required or authorized to close.

“ Cap ” shall mean, at a given time, the sum of (i) the then current balance of the Escrow Amount (i.e., giving effect to any amounts released from the Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement) plus (ii) any Earnout Payments, but only to the extent that same have not yet been paid to the Stockholders’ Agent.

“ Certificate of Incorporation ” shall mean the Amended and Restated Certificate of Incorporation of the Company.

“ Certificate of Merger ” — See Section 2.2 hereof.

“ Certificates ” — See Section 4.2(a) hereof.

“ Closing ” — See Section 4.9 hereof.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Common Stock ” shall mean shares of common stock, par value $0.001 per share, of the Company.

“ Common Stock Price Per Share ” shall mean the Net Merger Consideration divided by the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Date and number of shares of Common Stock issuable upon the exercise of the Company Options issued and outstanding immediately prior to the Effective Date.

“ Company ” — See Preamble hereto.

“ Company Capital Stock ” shall mean shares of Common Stock and shares of Preferred Stock, collectively.

“ Company Closing Costs ” — See See Section 11.4 hereof.

“ Company Material Adverse Effect ” shall mean any event, change, circumstance, effect, development or state of facts that, individually or in the aggregate, is or is reasonably likely to become materially adverse to the business, assets, properties, condition (financial or otherwise), liabilities or results of operations of the Company, taken as a whole. Company Material Adverse Effect shall not include any event, change, circumstance, effect, development

- 3 -

or state of facts that is attributable to general economic conditions or conditions affecting the media, job posting or education industries generally unless the Company is disproportionately affected relative to similarly situated entities in such industries.

“ Company Options ” shall mean options exercisable for shares of Company Capital Stock.

“ Company Organizational Documents ” — See Section 5.1(c) hereof.

“ Company’s Extended Representations ” — See Section 10.1 hereof.

“ Contract ” as of any date means any contract, agreement, commitment, instrument or guaranty to which the Company is a party as of such date or which the Company’s assets are bound by or subject to, including, without limitation, those listed or required to be listed on Schedule 5.13 , all unfilled orders outstanding as of such date for the purchase of raw materials, goods or services by the Company, and all unfilled orders outstanding as of such date for the sale of goods or services by the Company.

“ Copyrights ” shall mean copyrights (whether registered or unregistered) in writings, artwork, graphics, photographs, animations, images, designs, mask works or other works, and registrations or applications for registration of copyrights in any jurisdiction.

“ DGCL ” — See Section 2.1 hereof.

“ Dissent Action ” — See Section 7.4 hereof.

“ Dissenting Shares ” — See Section 4.3 hereof.

“ Dissenting Stockholders ” — See Section 4.3 hereof.

“ Domain Names ” shall mean Internet Web sites, domain names and registrations or applications for registration thereof as listed on Schedule 5.14(a) hereto and all Intellectual Property used in connection with or contained in all versions of such Web sites.

“ Earnout Acceleration Notice ” shall mean notice by the Stockholders’ Agent of exercise of the right under Section 4.7(c) or Section 4.7(d) to accelerate the Earnout Payments not yet paid as of the date of delivery of such notice.

“ Earnout Commencement Date ” shall mean July 1, 2007.

“ Earnout Gross Margin ” shall mean direct revenues less direct expenses of the Company, each calculated in accordance with GAAP, for the Company’s Job Board, on line advertising and on line sponsorships. For the avoidance of doubt, (i) all other revenue and all other expenses of the Company, including, without limitation, depreciation, amortization, allocations of overhead, management charges, interest, and extraordinary gains or losses, shall be excluded for purposes of the calculation of Earnout Gross Margin and (ii) “direct expenses” of the Company for the Company’s Job Board, on line advertising and on line sponsorships shall mean only the type and categories of expenses and personnel utilized in calculating the Target

- 4 -

Gross Margin and (iii) any direct expenses incurred in providing Supplemental Services shall be included in determining “direct expenses”. “ Earnout Payments ” shall mean (i) the First Earnout Payment and the Second Earnout Payment, collectively, or (ii) the Accelerated First Earnout Payment or (iii) the First Earnout Payment and the Accelerated Second Earnout Payment, collectively, as the case may be.

“ Earnout Period ” shall mean the First Earnout Period and/or the Second Earnout Period.

“ Effective Date ” — See Section 2.2 hereof.

“ Effective Date Balance Sheet ” — See Section 4.8(a) hereof.

“ Effective Date Working Capital ” — See Section 4.8(a) hereof.

“ Employee Benefit Plans ” shall mean an Employee Pension Benefit Plan or an Employee Welfare Benefit Plan, where no distinction is required by the context in which the term is used.

“ Employee Pension Benefit Plan ” has the meaning set forth in Section 3(2) of ERISA.

“ Employee Welfare Benefit Plan ” has the meaning set forth in Section 3(1) of ERISA.

“ Employees ” — See Section 5.16 hereof.

“ Environmental Laws ” shall mean any Legal Requirement with respect to the protection of the public health, safety or the environment, including, without limitation, with respect to any Hazardous Materials, drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, solid waste, or waste water, water, soil, air, pollution, the protection, preservation or restoration of natural resources, plant and animal life or human health or the environment, or waste management, regulation or control. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and the regulations promulgated thereunder, in each case as in effect as of Closing: (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. § 9601 et seq.); (b) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.); (c) the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.); (d) the Toxic Substances Control Act (15 U.S.C. § 2061 et seq.); (e) the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); (f) the Clean Air Act and Amendments (42 U.S.C. § 7401 et seq.); (g) the Safe Drinking Water Act (21 U.S.C. § 349; 42 U.S.C. § 201 and § 300 et seq.); (h) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (i) the Occupational, Health and Safety Act (29 U.S.C. § 651 et seq.).

“ Environmental Reference Date ” — See Section 5.20(a) hereof

- 5 -

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) which has been under common control or treated as a single employer with the Company under Section 414(b), (c) or (m) of the Code.

“ Escrow Agent ” — See Section 4.6(a) hereof.

“ Escrow Agreement ” — See Section 4.6(a) hereof.

“ Escrow Amount ” — See Section 4.6(a) hereof.

“ Escrow Fund ” — See Section 4.6(a) hereof.

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

“ Excluded Shares ” — See Section 4.1(b) hereof.

“ Final Adjustment Report ” — See Section 4.8(a) hereof.

“ Financial Statements ” — See Section 5.5(a) hereof.

“ First Earnout Gross Margin ” — See Section 4.7(a) hereof.

“ First Earnout Payment ” — See Section 4.7(a) hereof.

“ First Earnout Period ” shall mean the period commencing on the Earnout Commencement Date and ending on the date that is twelve (12) months from the Earnout Commencement Date.

“ First Earnout Statement ” — See Section 4.7(a) hereof.

“ Fully-Diluted Share s” shall mean the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Date, assuming the exercise, conversion or exchange of all outstanding Company Options for which the exercise price per share of Common Stock is less than the Common Stock Price Per Share, warrants, rights or instruments to purchase or otherwise acquire Company Capital Stock and the issuance of all the shares of Company Capital Stock issuable in respect thereof. For the avoidance of doubt, the Excluded Shares are not used in calculating the Fully-Diluted Shares.

“ GAAP ” shall mean generally accepted accounting principles in effect in the United States of America at the time of application thereof, applied on a consistent basis with those principles, categories, judgments, methodologies and procedures historically utilized by the Company in preparation of the Company’s Financial Statements and without regard to any changes instituted by the Company after the Effective Date, whether mandated by changes in GAAP or otherwise.

- 6 -

“ Governmental Agency ” shall mean (a) any international, foreign, federal, state, county, local or municipal government or administrative agency or political subdivision thereof, (b) any governmental agency, authority, board, bureau, commission, department or instrumentality, (c) any court or administrative tribunal, (d) any non-governmental agency, tribunal or entity that is vested by a governmental agency with applicable jurisdiction or (e) any arbitration tribunal or other non-governmental authority with applicable jurisdiction.

“ Grant Date ” — See Section 5.2(c) hereof.

“ Hazardous Material ” shall mean each and every element, compound, chemical mixture, pollutant, contaminant, material, waste or other substance which is defined, designated, regulated, determined, classified or identified as of the Effective Date as hazardous, radioactive, harmful or toxic under any Environmental Law, or the Release of which is prohibited or regulated under any Environmental Law, or which to the Knowledge the Company could reasonably be expected to cause, whether now or with the passage of time, damage to Persons, property, flora, fauna or the environment. Without limiting the generality of the foregoing, the term shall include any “toxic substance,” “hazardous substance,” “hazardous waste,” or “hazardous material” as defined in any Environmental Law as amended to date, and any explosive or radioactive material, asbestos, asbestos-containing material, waste water, sludge, untreated dye, other effluent, coal ash, polychlorinated biphenyls, special waste, petroleum or any derivative or byproduct thereof, and toxic waste.

“ Indebtedness ” shall mean, with respect to any specified Person and without duplication, any liability (contingent or otherwise, but excluding any intercompany liabilities) relating to: (a) indebtedness, including interest and any prepayment penalties, expenses, or fees thereon created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) reimbursement obligations and obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, surety bonds and performance bonds, whether or not matured, in each case in an amount in excess of $10,000; (c) obligations of such Person to pay the deferred purchase or acquisition price of property or services (other than with respect to the acquisition by the Company of Future Telecom), other than indemnification obligations, trade accounts payable arising, and accrued expenses incurred, in the ordinary course of its business and consistent with such Person’s customary trade practices; (d) obligations with respect to interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance agreements, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements and all other similar Contracts specifically designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices; (e) indebtedness secured by a lien on the property of such Person, whether or not the respective indebtedness so secured is a primary obligation of or has been assumed by such Person; and (f) indebtedness of others guaranteed by such person.

“ Indemnified Party ” — See Section 10.4(a) hereof.

“ Indemnifying Party ” — See Section 10.4(a) hereof.

- 7 -

“ Insurance Policies ” — See Section 5.18 hereof.

“ Intellectual Property ” shall mean all of the following to the extent owned, used or licensed by the Company: (i) Marks; (ii) Patents; (iii) Trade Secrets (iv) Copyrights; (v) Domain Names; (vi) confidential information, customer data and database rights; (vii) books and records describing or used in connection with any of the foregoing; (viii) all rights under agreements relating to any of the foregoing; and (ix) claims or causes of action arising out of or related to infringement or misappropriation of any of the foregoing.

“ Internal Revenue Service ” — See Section 5.17(b) hereof.

“ Interim Balance Sheets ” — See Section 5.5(b) hereof.

“ Interim Financial Statements ” — See Section 5.5(b) hereof.

“ Job Board ” shall mean the Company’s on line job postings or listings and any Supplemental Services.

“ Knowledge of the Company ” shall mean the actual knowledge, after reasonable inquiry, of those members of the Company’s senior management team identified on Schedule 1.1 hereto.

“ Legal Requirement ” shall mean any applicable federal, state, local, municipal, foreign, international, multinational, or other administrative Order, constitution, law, rule, ordinance, permit, principle of common law, regulation, statute, or treaty.

“ Leased Property ” — See Section 5.9(b) hereof.

“ Leases ” — See Section 5.9(b) hereof.

“ Letter of Transmittal ” — See Section 4.2(a) hereof.

“ Lien ” shall mean any mortgage, pledge, security interest, encumbrance or title defect, lease, lien (statutory or other), conditional sale agreement, claim, charge, limitation or restriction.

“ Losses ” shall mean any direct out of pocket losses, amounts paid in settlement, claims, damages, liabilities, obligations, judgments, settlements and reasonable out-of-pocket costs (including, without limitation, costs of investigation or enforcement), expenses and reasonable attorneys’ fees. Notwithstanding anything to the contrary contained in this Agreement, Losses shall not include, and no Party shall be liable for, any consequential, incidental, indirect, punitive or other special damages, including, without limitation, loss of revenue, profits or income, diminution in value, loss of business reputation or opportunity, or any damages attributable to a multiplier effect or capitalization of out of pocket damages except to the extent paid to a third party.

“ Major Customers ” — See Section 5.25 hereof.

- 8 -

“ Major Distributors ” — See Section 5.25 hereof.

“ Major Suppliers ” — See Section 5.25 hereof.

“ Marks ” shall mean all fictional business names, trademarks and service marks (registered or unregistered), trade dress, trade names, corporate names and other names and slogans embodying business or product goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith.

“ Merger ” — See Recitals hereto.

“ Merger Consideration ” shall mean $20,000,000 plus the Earnout Payments, if any. The Merger Consideration shall be subject to adjustment as set forth in Section 4.8 hereof.

“ Merger Sub ” — See Preamble hereto.

“ Multiemployer Plan ” has the meaning set forth in Section 3(37) of ERISA.

“ Net Merger Consideration ” shall mean the Merger Consideration less (i) the Escrow Amount; (ii) all Company Closing Costs actually paid by the Parent; and (iii) the Supplemental Escrow.

“ Non-Compete and Non-Solicit Agreement ” shall mean the non-compete and non-solicit agreement by and among the Company and Laurel Touby, attached hereto as Exhibit B.

“ Nondisclosure Agreement ” — See Section 9.2 hereof.

“ Objection Notice ” — See Section 4.8(b) hereof.

“ Option Holder’s Debt ” — See Section 4.1(e) hereof.

“ Order ” shall mean any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Agency or by any arbitrator.

“ Parent ” — See Preamble hereto.

“ Parent Indemnities ” — See Section 10.2(a) hereof.

“ Parent Material Adverse Effect ” shall mean any event, change, circumstance, effect, development or state of facts that, individually or in the aggregate, is or is reasonably likely to become materially adverse to the business, assets, properties, condition (financial or otherwise), liabilities or results of operations of Parent and its Subsidiaries, taken as a whole.

“ Parties ” shall mean the signatories hereto.

“ Patents ” shall mean patents, patentable inventions, discoveries, improvements, ideas, know-how, formula methodology, processes, technology and computer programs, software

- 9 -

and databases (including source code, object code, development documentation, programming tools, drawings, specifications and data) and all applications or registrations in any jurisdiction pertaining to the foregoing, including all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof.

“ PBGC ” shall mean Pension Benefit Guaranty Corporation.

“ Permits ” shall mean any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Legal Requirement.

“ Permitted Liens ” shall mean (a) liens for utilities and current Taxes not yet due and payable, (b) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, lessor’s, landlord’s and other similar liens arising or incurred in the ordinary course of business not yet due and payable, and (c) liens for Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves have been included on the balance sheet of the applicable Person.

“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or Governmental Agency.

“ Plans ” — See Section 5.17(a) hereof.

“ Pre-Closing Taxes ” shall mean (A) all liability for Taxes of the Company or any predecessor thereof for Pre-Closing Tax Periods; (B) all liability resulting by reason of the liability of the Company pursuant to Treasury Regulations § 1.1502-6 or any analogous state, local or foreign law or regulation or by reason of the Company having been a member of any consolidated, combined or unitary group on or prior to the Effective Date as a transferee or successor, by contract or otherwise; (C) all liability attributable to any misrepresentation or breach of warranty made by the Company in Section 5.21 of this Agreement; (D) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of the Company under this Agreement; and (E) all liability for Taxes of any other Person pursuant to any contractual agreement entered into by the Company on or before the Effective Date.

“ Pre-Closing Tax Period ” shall mean any taxable period ending on or before the Effective Date and the portion ending on and including the Effective Date of any Straddle Period.

“ Preferred Stock ” shall mean shares of the Company’s Preferred Stock, par value $0.001 per share.

“ Proprietary Software ” — See Section 5.15 hereof.

“ Release ” shall mean any spilling, leaking, pumping, releasing, depositing, pouring, emitting, emptying, migrating, discharging, injecting, storing, escaping, leaching, dumping, burying, abandoning, disposing or moving into the environment.

“ Second Earnout Gross Margin ” — See Section 4.7(b) hereof.

- 10 -

“ Second Earnout Period ” shall mean the period commencing on the date that is twelve (12) months from the Earnout Commencement Date and ending on the date that is twenty four (24) months from the Earnout Commencement Date.

“ Second Earnout Payment ” — See Section 4.7(b) hereof.

“ Second Earnout Statement ” — See Section 4.7(b) hereof.

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

“ Sellers ” shall mean the Stockholders and the holders of Company Options, if any, collectively.

“ Series A Preferred Sto ck” shall mean shares of the Company’s first and only series of Preferred Stock, designated “ Series A Preferred Stock ”.

“ Single-Employer Plan ” shall mean an Employee Pension Benefit Plan which is described in Section 4001(a)(15) of ERISA and which is subject to Title IV of ERISA.

“ Stockholders ” shall mean the holders of Common Stock.

“ Stockholders’ Agent ” — See Preamble hereto.

“ Stockholders Agreement ” — See Section 11.1 hereof.

“ Stockholder Consent ” — See Recitals hereto.

“ Stockholder Indemnities ” — See Section 10.3 hereof.

“ Straddle Peri od” shall mean any taxable period that includes (but does not end on) the Effective Date.

“ Subsidiary ” means, with respect to any Person, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and any one or more of its respective Subsidiaries.

“ Supplemental Escrow ” — See Section 4.6(d) hereof.

“ Supplemental Services ” shall mean any complementary or supplemental on line products or services to the Job Board developed or commenced by the Company after the Effective Date, including, without limitation, access to any on line resumé database.

“ Survival Period ” — See Section 10.1 hereof.

“ Surviving Corporation ” — See Section 2.1 hereof.

- 11 -

“ Target Gross Margin ” shall mean $3,199,351, which the parties agree and acknowledge to be the Earnout Gross Margin for the twelve (12) month period ended March 31, 2007. The calculation of the Target Gross Margin is set forth on Schedule 4.7 . “ Target Working Capital ” shall mean $500,000.

“ Tax Claim ” — See Section 10.6 hereof.

“ Tax Return ” shall mean any report, return, information return, filing, claim for refund or other information, including any schedules or attachments thereto, and any amendments to any of the foregoing required to be supplied to a taxing authority in connection with Taxes.

“ Taxes ” shall mean (i) all federal, state, local or foreign taxes, including, without limitation, income, gross income, gross receipts, production, excise, employment, sales, use, transfer, ad valorem, value added, profits, license, capital stock, franchise, severance, stamp, withholding, Social Security, employment, unemployment, disability, worker’s compensation, payroll, utility, windfall profit, custom duties, personal property, real property, registration, alternative or add-on minimum, estimated and other taxes, governmental fees or like charges of any kind whatsoever, including any interest, penalties or additions thereto, whether disputed or not; (ii) any liability to pay amounts due pursuant to (i) on behalf of another person under any Contract, reimbursement or indemnity agreement, as transferee or otherwise; and (iii) any liability to pay amounts described in (i) by reason of liability imposed under Treasury Regulations § 1.1502-6 or similar provision imposing liability by reason of participation in a consolidated, combined, unitary or similar Tax Return or similar filing; and “ Tax ” shall mean any one of them.

“ Threshold ” — See Section 10.2(a) hereof.

“ Third Party Software ” — See Section 5.15 hereof.

“ Touby Employment Agreement ” shall mean the employment agreement between Laurel Touby and the Company, attached hereto as Exhibit C .

“ Trade Secret ” shall mean trade secrets, know-how, including confidential and other non-public information, and the right in any jurisdiction to limit the use or disclosure thereof.

“ Transaction Documents ” shall mean, collectively, this Agreement and all of the other agreements, documents and instruments entered into by one or more of the Parties in connection with the transactions contemplated by this Agreement, including, without limitation, the Escrow Agreement, the Touby Employment Agreement and the Non Compete and Non Solicit Agreement.

“ Transferred Assets ” — See Section 5.30 hereof.

“ Triggering Event ” — See Section 4.7(c) hereof.

- 12 -

“ Working Capital ” shall mean, as of any date, an amount equal to those current assets of the Company minus those current liabilities of the Company determined as of the close of business on such date and in accordance with GAAP. For the avoidance of doubt, current assets and current liabilities of the Company shall include (i) any cash received from the exercise of any Company Options prior to the Closing, (ii) the current income Tax benefit realized by the Company from the exercise of any Company Options prior to the Closing or cancellation of any Company Options, (iii) the payment of any pre-Closing bonuses out of the Company’s cash, (iv) the current income Tax benefit that is realized by the Company from such pre-Closing bonuses, (v) any and all security deposits under the Company’s real property lease in New York City, and (vi) all accruals and reserves for the current portion of Pre-Closing Taxes. Furthermore, Working Capital shall include the current income Tax benefit that is realized from the Company’s net loss (if any) for the tax year ending on the Effective Date through the carry back of any such loss and that will be realized during the one (1) year period after the Effective Date by applying such net loss (that have not been utilized as a carryback) against the taxable income of the Company as if the Company had remained an independent stand-along taxpayer during such period. The fair market value of each share of Common Stock of the Company, which shall be between $0.67 and $0.70, shall be used for the purposes of determining the tax consequences of the exercise of Company Options in 2007.

“ Working Capital Adjustment ” shall mean the amount due from Parent to the Stockholders’ Agent or due to Parent from the Stockholders’ Agent pursuant to Section 4.8(c) .

“ Works ” shall mean programs, products, processes, designs, modifications, enhancements, know-how, inventions, whether or not patentable, improvements, discoveries or works of authorship.

ARTICLE II.

THE MERGER

Section 2.1. The Merger .

Upon the terms and subject to the conditions hereof, on the Effective Date, Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub shall thereupon cease, and the Company, as the surviving corporation in the Merger (the “ Surviving Corporation ”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware. The Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law (the “ DGCL ”). Without limiting the generality of the foregoing, and subject thereto, at the Effective Date, all the property, rights, privileges, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Section 2.2. Effective Date of the Merger .

The Merger shall become effective at 8:00AM EST on July 18, 2007 (the “ Effective Date ”) and the Parties shall cause a properly executed Certificate of Merger (the

- 13 -

“ Certificate of Merger ”) to be duly filed with the Secretary of State of the State of Delaware on the Effective Date.

ARTICLE III.

THE SURVIVING CORPORATION

Section 3.1. Certificate of Incorporation .

The certificate of incorporation of the Company shall be amended and restated to be identical to the certificate of incorporation of the Merger Sub and such amended and restated certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation after the Effective Date, and thereafter may be amended as provided therein or by law.

Section 3.2. Bylaws .

The bylaws of Merger Sub as in effect on the Effective Date shall be the bylaws of the Surviving Corporation, and thereafter may be amended as provided therein or by law.

Section 3.3. Board of Directors; Officers .

The directors of the Merger Sub immediately prior to the Effective Date shall be the directors of the Surviving Corporation and the officers of Merger Sub immediately prior to the Effective Date shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected and qualified or until their death, resignation or removal in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE IV.

CONVERSION OF SHARES

Section 4.1. Merger Consideration; Effect on Capital Stock .

Subject to the terms and conditions of this Agreement, as of the Effective Date, by virtue of the Merger and without any action on the part of any holder of any Company Capital Stock, the following shall occur:

(a) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall constitute all of the issued and outstanding stock of the Surviving Corporation.

(b) Each share of Company Capital Stock that is owned by the Company as treasury stock immediately prior to the Effective Date shall automatically be cancelled and retired and shall cease to exist and no payment shall be made or consideration delivered in exchange therefore (the “ Excluded Shares ”).

- 14 -

(c) Each issued and outstanding share of Common Stock (other than shares to be cancelled pursuant to Section 4.1(b) and Dissenting Shares) issued and outstanding immediately prior to the Effective Date shall automatically be converted into and become the right to receive, without interest, the Common Stock Price Per Share. The holders of Common Stock will have no further rights against the Company, Parent or Merger Sub, or any of their respective Affiliates or any of their respective officers, directors, employees, agents, consultants, independent contractors or shareholders, in respect of any Common Stock from and after the Effective Date and after the payment required to be made to such holder of Common Stock pursuant to this Section 4.1(c) and shall look solely to the Stockholders’ Agent for payment of their respective Applicable Percentage Interest of any Earnout Payments, Working Capital Adjustment in favor of the Sellers and/or proceeds of the Escrow Fund or the Supplemental Escrow received by the Stockholders’ Agent.

(d) Each Company Option outstanding immediately prior to the Effective Date pursuant to any of the Company’s stock option plans or otherwise will at the Effective Date automatically be cancelled and the holder of such Company Option will, in full settlement of such Company Option and in exchange for the surrender to the Company of any certificate or other document evidencing such Company Option, receive from the Company an amount, in cash equal to the product of (x) the positive difference, if any, of the Common Stock Price Per Share less the exercise price per share of Common Stock of such Stock Option multiplied by (y) the number of shares of Common Stock subject to such Company Option (with the aggregate amount of such payment rounded up to the nearest whole cent). If the applicable exercise price of any Company Option equals or exceeds the Common Stock Price Per Share, such Company Option shall be cancelled without payment of additional consideration, and all rights with respect to such Company Option shall terminate as of the Effective Date. The holders of Company Options will have no further rights against the Company, Parent or Merger Sub, or any of their respective Affiliates or any of their respective officers, directors, employees, agents, consultants, independent contractors or shareholders, in respect of any Company Options from and after the Effective Date and after the payment required to be made to such holder of a Company Option pursuant to this Section 4.1(d) and shall look solely to the Stockholders’ Agent for payment of their respective Applicable Percentage Interest of any Earnout Payments, Working Capital Adjustment in favor of the Sellers and/or proceeds of the Escrow Fund or the Supplemental Escrow received by the Stockholders’ Agent. Prior to the Effective Time, the Company will adopt such resolutions and will take such other actions as may be reasonably required to effectuate the actions contemplated by Section 4.1(d) herein, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Corporation.

(e) In connection with the exercise of Company Options by certain holders thereof immediately prior to the Effective Date, such holders of Company Options have become obligated to make payments to the Company with respect to the exercise price and applicable withholding obligations (the “ Option Holder’s Debt ”).

Section 4.2. Exchange of Certificates; 262 Notice .

(a) As soon as reasonably practicable after the Effective Date, Parent shall mail (i) any notices required by Section 262 of the DGCL to all Stockholders who did not execute the Stockholder Consent and who are entitled to demand appraisal of their shares of

- 15 -

Company Capital Stock pursuant to the provisions of Section 262 of the DGCL and (ii) to each holder of Company Capital Stock (other than holders of Excluded Shares) (A) a letter of transmittal containing customary provisions (the “ Letter of Transmittal ”), which shall specify that delivery shall be effected, and risk of loss and title to the certificate or certificates representing such Company Capital Stock (the “ Certificates ”) shall pass, only upon delivery of the Certificates to Parent and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Net Merger Consideration applicable thereto. Upon surrender of such Certificate or Certificates for cancellation to Parent, together with the Letter of Transmittal, duly executed, for each share of Company Capital Stock formerly represented by each such Certificate, Parent shall promptly deliver to each such Stockholder, by check or wire transfer (as specified in the Letter of Transmittal), the applicable portion of the Net Merger Consideration payable to such Stockholder with respect to such shares of Company Capital Stock pursuant to Section 4.1(c) hereof.

(b) Until surrendered, Certificates representing shares of Company Capital Stock shall represent solely the right to receive the portion of the Net Merger Consideration applicable thereto. If any Certificates representing shares of Company Capital Stock shall not have been surrendered for such exchange prior to such date on which any consideration in respect thereof would otherwise escheat to or become the property of any Governmental Agency or other governmental entity, such shares of Company Capital Stock shall, to the extent permitted by applicable law, be deemed to be cancelled and no Merger Consideration shall be due to the holder thereof. Notwithstanding the foregoing, neither Parent nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly delivered to a public official pursuant to any applicable escheat laws.

Section 4.3. Dissenting Shares .

Notwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock (the “ Dissenting Shares ”) that are issued and outstanding immediately prior to the Effective Date and which are held by Stockholders who did not execute the Stockholder Consent and who are entitled to demand and properly demand appraisal of such Dissenting Shares pursuant to, and who comply in all respects with, the provisions of Section 262 of the DGCL (the “ Dissenting Stockholders ”), shall not be converted into or be exchangeable for the right to receive the applicable portion of the Net Merger Consideration hereunder but instead such holders shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and as of the Effective Date, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s shares of Company Capital Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Date, the applicable portion of the Net Merger Consideration hereunder, in accordance with Section 4.1(c) , without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Capital Stock, attempted withdrawals of such demands and

- 16 -

any other instruments served pursuant to the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and (ii) the opportunity (to the extent reasonably practicable) to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL.

Section 4.4. Lost, Stolen or Destroyed Certificates .

In the event any Certificate or agreement reflecting any Company Options shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Seller claiming such Certificate or agreement to be lost, stolen or destroyed and an indemnity by such Seller, in an amount to be reasonably determined by Parent, at such Seller’s sole cost and expense against any claim that may be made against it with respect to such Certificate or agreement, Parent will pay and issue, in exchange for such lost, stolen or destroyed Certificate or agreement, the applicable portion of the Net Merger Consideration in accordance with Section 4.1(c) and Section 4.1(e) hereof in respect of the shares of Common Stock represented by such lost, stolen or destroyed Certificate or in respect of any shares of Common Stock which have not been issued and are represented by such lost, stolen or destroyed agreement reflecting any Company Options.

Section 4.5. Closing of the Company’s Transfer Books .

At the Effective Date, the stock transfer books of the Company shall be closed and no transfer of shares of Company Capital Stock shall be made thereafter and Certificates or agreements reflecting any Company Options that are presented to the Surviving Corporation after the Effective Date shall be cancelled and exchanged for the applicable portion of the Net Merger Consideration in accordance with Section 4.1(c) and Section 4.1(e) .

Section 4.6. Escrows; Company Actions .

(a) On the Effective Date, Parent shall promptly deliver to JPMorgan Chase Bank, N.A. (the “ Escrow Agent ”), pursuant to the escrow agreement among the Stockholders’ Agent, Parent and the Escrow Agent, which is attached hereto as Exhibit D (the “ Escrow Agreement ”), $2,000,000 of the Merger Consideration (the “ Escrow Amount ”), to be held in escrow (the “ Escrow Fund ”) and distributed in accordance with the terms of this Agreement and of the Escrow Agreement. In connection with such deposit of the Escrow Amount with the Escrow Agent, each Seller will be deemed to have received and deposited with the Escrow Agent such Seller’s Applicable Percentage Interest in the Escrow Fund as determined as of the Effective Date , without any act of such Seller; provided, however, that any amounts from the Escrow Fund that become due and payable to the Sellers shall be paid to the Stockholders’ Agent in full satisfaction of the triggering payment obligation under this Agreement or the Escrow Agreement. In the event that any of the Escrow Fund is used to pay amounts for any Working Capital Adjustment to the Merger Consideration pursuant to Section 4.8 , the Stockholders’ Agent shall promptly replenish the Escrow Fund for such paid amounts, in immediately available funds. Subject to any then outstanding claims for indemnification under Article X of this Agreement, the Escrow Fund shall be released as follows: fifty percent (50%) of the Escrow Fund shall be released within ten (10) business days of the filing of Parent’s Form 10 K for the year ended December 31, 2007 but in all events by April 1, 2008 and the remaining fifty percent

- 17 -

(50%) of the Escrow Amount shall be released eighteen (18) months from the Effective Date. Unless the total amount of all then outstanding claims for indemnification under Article X of this Agreement exceeds the then principal balance of the Escrow Amount, fifty percent (50%) of the accrued interest on the Escrow Amount shall be distributed to the Stockholders’ Agent within five (5) business days of the last day of each September, December, March and June hereafter until all of the Escrow Amounts have been distributed or released in accordance with this Agreement and the Escrow Agreement. All accrued and unpaid interest in respect of the Escrow Amount shall also be distributed to the Stockholders’ Agent concurrently with any distribution to the Stockholders’ Agent of principal of the Escrow Amount and all Taxes in respect of such interest shall be borne by the Stockholders’ Agent.

(b) The Company has caused any stock purchase and stock option plan maintained by the Company to terminate as of the Effective Date.

(c) Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the portion of the Merger Consideration otherwise payable to any Seller pursuant to this Article IV the Option Holder’s Debt of any Seller and such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Common Stock or the holder of Company Options in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

(d) On the Effective Date, Parent shall promptly deliver to the Stockholders’ Agent $500,000 of the Merger Consideration, to be held in escrow (the “ Supplemental Escrow ”) in a separate account for the benefit of all of the Sellers under the Stockholders’ Agreement. In connection with the payment of the Supplemental Escrow to the Stockholders’ Agent, each Seller will be deemed to have received and deposited with the Stockholders’ Agent such Seller’s Applicable Percentage Interest in the Supplemental Escrow as determined as of the Effective Date, without any act of such Seller. Under no circumstances or events shall Parent, Merger Sub, or the Company or any of their respective Affiliates or any of their respective officers, directors, employees, agents, consultants, independent contractors or shareholders have any responsibility or liability for, in connection with, or arising out of, the Supplemental Escrow after the initial payment of the Supplemental Escrow to the Stockholders’ Agent.

Section 4.7. Earnout Payments .

(a) Within seventy-five (75) days following the last day of the First Earnout Period, Parent shall deliver to the Stockholders’ Agent a written statement (the “ First Earnout Statement ”) setting forth the aggregate Earnout Gross Margin of the Company for the First Earnout Period (the “ First Earnout Gross Margin ”) and the amount by which the First Earnout Gross Margin exceeds the Target Gross Margin (the “ First Earnout Payment ”). Parent shall pay the First Earnout Payment in immediately available funds to the Stockholders’ Agent within seventy-five (75) days of the last day of the First Earnout Period. In no event shall the First Earnout Payment exceed $1,500,000 and any amount in excess of $1,500,000 shall be added to the calculation of the Second Earnout Gross Margin.

- 18 -

(b) Within seventy-five (75) days following the last day of the Second Earnout Period, Parent shall deliver to the Stockholders’ Agent a written statement (the “ Second Earnout Statement ”) setting forth the aggregate Earnout Gross Margin of the Company for the Second Earnout Period, which shall include any First Earnout Payment amount in excess of $1,500,000 (the “ Second Earnout Gross Margin ”) and the amount by which the Second Earnout Gross Margin exceeds the Target Gross Margin (the “ Second Earnout Payment ”). Parent shall pay the Second Earnout Payment in immediately available funds to the Stockholders’ Agent within seventy-five (75) days of the last day of the Second Earnout Period. In no event shall the First Earnout Payment and the Second Earnout Payment exceed $3,000,000 in the aggregate.

(c) In the event that on or before the end of the First Earnout Period, (i) the Company terminates the Touby Employment Agreement for any reason other than for Cause (as defined therein), (ii) Touby terminates the Touby Employment Agreement for Good Reason (as defined therein) or (iii) Parent materially breaches its obligations under Section 4.7(g) and Parent fails to cure such breach within twenty (20) days of receipt of written notice of such breach from the Stockholders’ Agent (any of (i), (ii) or (iii), a “ Triggering Event ”), then upon receipt of the written request of the Stockholders’ Agent (in her sole discretion provided that such written request is delivered within thirty (30) days of the Triggering Event), Parent shall, within seventy-five (75) days of such request, deliver to Stockholders’ Agent a written statement (the “ Accelerated First Earnout Statement ”) setting forth the Earnout Gross Margin for the period from the Earnout Commencement Date through the date of the Triggering Event multiplied by a fraction, the numerator of which is 365 and the denominator of which is the number of days from the Earnout Commencement Date through the date of the Triggering Event (the “ Accelerated First Earnout Gross Margin ”). In the event that the Accelerated First Earnout Gross Margin is greater than the Target Gross Margin (the “ Accelerated First Earnout Amount ”), the Stockholders’ Agent shall have the right, exercisable in her sole discretion, to accelerate payment of the First Earnout Payment and the Second Earnout Payment by delivering to Parent, within ten (10) business days following receipt by the Stockholders’ Agent from Parent of the Accelerated First Earnout Statement, of written notice of her election to so accelerate such payments. If the Stockholders’ Agent elects to accelerate payment of the First Earnout Payment and the Second Earnout Payment, Parent shall pay an amount equal to two times (2x) the Accelerated First Earnout Amount (the “ Accelerated First Earnout Payment ”) in immediately available funds to the Stockholders’ Agent within ten (10) business days of its receipt from the Stockholders’ Agent of notice of her election to accelerate (and such payment shall satisfy Parent’s obligations for both the First Earnout Period and the Second Earnout Period). In no event shall the amount paid pursuant to this subsection (c) exceed $3,000,000 in the aggregate. In the event that Stockholders’ Agent does not elect to accelerate the First Earnout Payment and the Second Earnout Payment, such Earnout Payments shall be calculated and paid in accordance with Section 4.7(a) and Section 4.7(b) .

(d) In the event that a Triggering Event occurs after the end of the First Earnout Period but before the end of the Second Earnout Period, then upon receipt of the written request of the Stockholders’ Agent (in her sole discretion provided that such written request is delivered within thirty (30) days of the Triggering Event), Parent shall, within ninety (90) days of such request, deliver to Stockholders’ Agent a written statement (the “ Accelerated Second Earnout Statement ”) setting forth the Earnout Gross Margin for the trailing twelve (12) month period ending on the last day of the calendar month immediately preceding the month during

- 19 -

which the Triggering Event occurs (giving effect to any amount in excess of $1,500,000 from the First Earnout Period) (the “ Accelerated Second Earnout Gross Margin ”). In the event that the Accelerated Second Earnout Gross Margin is greater than the Target Gross Margin (the “ Accelerated Second Earnout Payment ”), the Stockholders’ Agent shall have the right, exercisable in her sole discretion, to accelerate payment of the Second Earnout Payment by delivering to Parent, within ten (10) business days following receipt by the Stockholders’ Agent from Parent of the Accelerated Second Earnout Statement, of written notice of her election to so accelerate such payment. If the Stockholders’ Agent elects to accelerate payment of the Second Earnout Payment, Parent shall pay an amount equal to the Accelerated Second Earnout Payment in immediately available funds to the Stockholders’ Agent within ten (10) business days of its receipt from the Stockholders’ Agent of notice of her election to accelerate (and such payment shall satisfy Parent’s obligation for the Second Earnout Period). In no event shall the First Earnout Payment and the Accelerated Second Earnout Payment exceed $3,000,000 in the aggregate. In the event that Stockholders’ Agent does not elect to accelerate the Second Earnout Payment, such Second Earnout Payment shall be calculated and paid in accordance with Section 4.7(b) .

(e) The Stockholders’ Agent or an accountant appointed by the Stockholders’ Agent (which accountant shall be reasonably acceptable to Parent and shall be subject to a reasonable confidentiality agreement) shall have the right to inspect and review the Company’s books, records and work papers solely to the extent relevant in connection with each of the First Earnout Statement, the Accelerated First Earnout Statement, the Second Earnout Statement and the Accelerated Second Earnout Statement and Parent’s calculation of the amounts set forth therein. The Stockholders’ Agent shall bear the cost and expenses of such accountant unless it is ultimately determined in accordance with the terms and conditions set forth herein that Parent’s calculation of any Earnout Payment was deficient by more than ten percent (10%), in which event Parent shall reimburse the Stockholders’ Agent for such costs and expenses. In the event that the Stockholders’ Agent disagrees with any of the First Earnout Statement, the Accelerated First Earnout Statement, the Second Earnout Statement or the Accelerated Second Earnout Statement or Parent’s calculation of the amounts set forth therein, the Stockholders’ Agent may dispute such calculations and all such disputes shall be resolved in accordance with the terms and conditions set forth in Section 4.8(b) , Section 4.8(c) , Section 4.8(d) and Section 4.8(e) (in each such section substituting the applicable Earnout Statement and Earnout Payment for references to the Effective Date Balance Sheet, Effective Date Working Capital and Final Adjustment Report). In the event that the Stockholders’ Agent does not request the Accelerated First Earnout Statement or the Accelerated Second Earnout Statement within the time frames prescribed in Section 4.7(c) and Section 4.7(d) above, then Parent shall deliver the First Earnout Statement and Second Earnout Statement, as applicable, and the Earnout Payments shall be made pursuant to Section 4.7(a) and Section 4.7(b) above. Delivery of Earnout Payments to the Stockholders’ Agent shall be in full satisfaction of Parent’s payment obligations under this Section 4.7.

(f) The Parties hereto acknowledge that the Earnout Payments pursuant to this Section 4.7 have been negotiated by the Parties based on their inability to agree as to the valuation of the Company as of the Effective Date, and such Earnout Payments are intended by the Parties to be treated as part of the Merger Consideration. Parent and the Stockholders’ Agent agree not to take any position, including, without limitation, for federal, state, foreign or local tax purposes, that is inconsistent with the intent expressed in this Section 4.7(f) .

- 20 -

(g) Until the earlier of (i) the second anniversary of the Earnout Commencement Date or (ii) the date of an Earnout Acceleration Notice, Parent shall not, except with the express prior written consent or waiver of the Stockholders’ Agent, which consent or waiver may be withheld in the Stockholders’ Agent’s sole discretion:

(i) operate the Company’s business other than in the ordinary course consistent with reasonably sound business practices and in all material respects in accordance with the Company’s historic business practices (as documented as of the Effective Date);

(ii) discontinue any material line of business of the Company or materially adversely change the Company’s line of business;

(iii) replace (x) paid ads and/or services on the Company’s websites or any electronic communication to subscribers of mediabistro.com with unpaid ones or (y) more than fifty percent (50%) of the Company’s unpaid house ads promoting the Company’s services with Parent’s unpaid ads;

(iv) fail to maintain accounting records for the Company suitable for determining the Earnout Payments;

(v) permit the Company’s Job Board, website or sales functions to be absorbed by Parent or any Affiliate; provided, however, that the foregoing negative covenant shall not preclude cross promotion, linking, advertising, sharing of email lists or the creation of a “channel” on Parent’s or any Affiliate’s website;

(vi) post or list any media related job on any website of Parent or any of its Affiliates (other than the Company) unless all the direct revenue from such job is included in the Earnout Gross Margin; provided , however , that the foregoing shall not apply to any media related job posting or listing on (x) JustTechJobs.com, (y) any website acquired in the future by Parent and/or its Affiliates and (z) internal Parent job listings.

Notwithstanding the foregoing, if the Company’s Earnout Gross Margin for any given six (6) month period is less than eighty five percent (85%) of the Company’s approved budget (which is attached hereto as Schedule 4.7(g) for the remainder of the calendar year 2007 and which shall be determined by Parent, in its sole discretion for calendar year 2008 and the applicable portion of calendar year 2009) for such period then Parent may, in its sole discretion, suspend or terminate the covenants set forth in the foregoing clauses (i), (ii), (v) and/or (vi). Any such suspension or termination shall not constitute a Triggering Event.

(h) Within sixty (60) days after the end of each calendar quarter during any Earnout Period, Parent shall provide Stockholders’ Agent with a report of the Earnout Gross Margin for such quarter. Such reports shall contain reasonable supporting detail regarding revenues and expenses for the Job Board, on line advertising and on line sponsorships consistent with the information made available by Parent to members of the Company’s senior management team having responsibility for managing such business areas.

- 21 -

Section 4.8. Merger Consideration Adjustment .

(a) Parent shall use its commercially reasonable efforts to prepare and deliver to Stockholders’ Agent within one hundred twenty (120) days of the Effective Date (i) a final consolidated balance sheet of the Company as of the close of business on the Effective Date (the “ Effective Date Balance Sheet ”), together with (ii) a schedule showing the Working Capital as of the close of business on the Effective Date (the “ Effective Date Working Capital ”) and the resulting adjustment to the Merger Consideration proposed to be made in accordance with Section 4.8(e) (the “ Final Adjustment Report ”). The Effective Date Balance Sheet shall be prepared in accordance with GAAP and shall be clearly identified as the Effective Date Balance Sheet and Final Adjustment Report under this Section 4.8(a).

(b) The Stockholders’ Agent or an accountant appointed by the Stockholders’ Agent (which accountant shall be reasonably acceptable to Parent and shall be subject to a reasonable confidentiality agreement) shall have the right to inspect and review the Company’s books, records and work papers upon prior notice to the Parent and during normal business hours (and without interrupting Parent’s business operations) solely to the extent relevant to the Effective Date Balance Sheet, the Effective Date Working Capital and the Final Adjustment Report and Parent’s calculation of the amounts set forth therein. The Stockholders’ Agent shall bear the cost and expenses of such accountant unless it is ultimately determined in accordance with the terms and conditions set forth herein that Parent’s calculation of the Working Capital Adjustment was deficient by more than the greater of (i) $50,000 or (ii) ten percent (10%), in which event Parent shall reimburse the Stockholders’ Agent for such reasonable costs and expenses. Within thirty (30) days after receipt of the Effective Date Balance Sheet and the Final Adjustment Report, the Stockholders’ Agent may, by written notice to Parent, object to the Effective Date Balance Sheet or the calculation of the Effective Date Working Capital and the resulting adjustment to the Merger Consideration set forth in the Final Adjustment Report. If the Stockholders’ Agent objects in good faith to the Effective Date Balance Sheet or the Effective Date Working Capital and the resulting adjustment to the Merger Consideration set forth in the Final Adjustment Report, the Stockholders’ Agent shall within such thirty (30) day period deliver written notice of its objection (the “ Objection Notice ”) to Parent: (i) objecting to the Effective Date Balance Sheet and/or the Effective Date Working Capital and the resulting adjustment to the Merger Consideration set forth in the Final Adjustment Report, (ii) setting forth the items being disputed and the basis for such dispute and (iii) specifying the Stockholders’ Agent’s calculation of the Effective Date Working Capital and the resulting adjustment to the Merger Consideration to be made in accordance with Section 4.8(e). If the Stockholders’ Agent fails to deliver the Objective Notice during such thirty (30) day period, other than as a result of Parent’s breach of its obligations under the immediately preceding sentence, then the Effective Date Balance Sheet and the Effective Date Working Capital delivered by Parent pursuant to Section 4.8(a) shall be deemed final and the determination of the adjustment to the Merger Consideration as set forth in the Final Adjustment Report shall be conclusive and binding.

(c) For thirty (30) days after delivery of any Objection Notice, the Stockholders’ Agent and Parent shall attempt to resolve all disputes between them regarding the Effective Date Working Capital and the resulting adjustment to the Merger Consideration. If the Stockholders’ Agent and Parent cannot resolve all such disputes within such thirty (30) day

- 22 -

period, the matters in dispute shall be determined by a nationally recognized independent public accounting firm mutually satisfactory to the Stockholders’ Agent and Parent (the “ Arbiter ”). Promptly, but not later than thirty (30) days after the acceptance of its appointment, the Arbiter shall determine (based solely on presentations by Parent and the Stockholders’ Agent to the Arbiter and not by independent review) only those items in dispute and shall render a report as to its resolution of such items and the resulting calculation of the Effective Date Working Capital. In resolving any disputed item, the Arbiter may not assign a value to such item greater than the greatest value for such item claimed by either party in the Effective Date Balance Sheet, Final Adjustment Report or Objection Notice or less than the lowest value for such item claimed by either party in the Effective Date Balance Sheet, Final Adjustment Report or Objection Notice. The Stockholders’ Agent and Parent shall cooperate with the Arbiter in making its determination and such determination shall be conclusive and binding.

(d) The Stockholders’ Agent and Parent shall each bear one-half of the fees and expenses of the Arbiter, it being understood that any and all amounts for which the Stockholders’ Agent is responsible pursuant to this Section 4.8(d) shall be paid from the Escrow Fund.

(e) Within five (5) Business Days after the final determination of the Effective Date Working Capital in accordance with this Section 4.8 , if the Effective Date Working Capital is less than the Target Working Capital, the Stockholders’ Agent shall pay, in immediately available funds to an account designated by Parent, an amount equal to the difference between the Effective Date Working Capital and Target Working Capital. In the event that the Stockholders’ Agent does not make all or a portion of such payment within such five (5) Business Day period, Parent may withdraw such unpaid amounts from the Es