EXHIBIT 4.4THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED,OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION ISNOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.**WARRANT TO PURCHASE COMMON STOCK****OF****WEBSIDESTORY, INC.****VOID AFTER SEPTEMBER 5, 2010**This warrant is issued to StarSoft Development Labs, Inc. (“Holder”) by WebSideStory, Inc., aDelaware corporation (the “Company”), on November 21, 2005. This warrant is issued in connectionwith the master services agreement between the Company and Holder dated September 5, 2005.1. Purchase of Shares. Subject to the terms and conditions in this warrant and compliance withapplicable laws, the Holder is entitled, upon surrender of this warrant at the principaloffice of the Company (or at such other place as the Company shall notify the Holder inwriting), to purchase from the Company 10,000 shares of common stock of the Company (the“Shares”) at a price per share of $17.84 (the “Exercise Price”).2. Exercise Period. This warrant will be exercisable, in whole or in part during the termcommencing on September 5, 2007 (the “Warrant Exercisable Date”) and ending at 5:00 p.m. onSeptember 5, 2010. However, if either of the following events occurs after the WarrantExercisable Date, then this warrant will no longer be exercisable and will become null andvoid: (i) the closing of the sale or transfer of all or substantially all of the assets ofthe Company; or (ii) the closing of the acquisition of the Company by means of merger,consolidation, or other transaction or series of related transactions, resulting in theexchange of the outstanding shares of the Company’s capital stock such that the stockholdersof the Company prior to such transaction own, directly or indirectly, less than 50% of thevoting power of the surviving entity.3. Method of Exercise. While this warrant remains outstanding and exercisable, the Holder mayexercise, in whole or in part, the purchase rights by: 3.1. the surrender of this warrant, together with a duly executed copy of the form ofnotice of exercise attached to this warrant, to the secretary of the Company at itsprincipal offices; and
 

 
 3.2. the payment to the Company of an amount equal to the aggregate Exercise Price for thenumber of Shares being purchased.4. Conversion Right. In lieu of exercising this warrant as specified in section 3, Holder mayat any time when this warrant is exercisable convert this warrant, in whole or in part, into anumber of Shares determined by dividing (a) the aggregate fair market value of the Sharesotherwise issuable upon exercise of this warrant minus the aggregate Exercise Price of suchShares by (b) the fair market value of one share. The fair market value of the Shares will bethe closing price of the Shares reported for the business day immediately before Holderdelivers its Notice of Exercise to the Company.5. Adjustments to the Shares. If the Company declares or pays a dividend on its common stockpayable in common stock or other securities, or subdivides the outstanding common stock into agreater amount of common stock, then upon exercise of this warrant, for each Share acquired,Holder will receive, without cost to Holder, the total number and kind of securities to whichHolder would have been entitled had Holder owned the Shares of record as of the date thedividend or subdivision occurred. Upon any reclassification, exchange, substitution,combination, or other event that results in a change of the number or class of the securitiesissuable upon exercise or conversion of this warrant, Holder will be entitled to receive, uponexercise or conversion of this warrant, the number and kind of securities and property thatHolder would have received for the Shares if this warrant had been exercised immediatelybefore such reclassification, exchange, substitution, or other event. If the outstandingShares are combined or consolidated, by reclassification orotherwise, into a lesser number of shares, the Exercise Price will be proportionately increased, and the number of Shares towhich Holder is entitled to receive upon exercise or conversion of this warrant will beadjusted accordingly.6. Certificates for Shares. Upon the exercise of the purchase or conversion rights evinced bythis warrant, the Company will issue one or more certificates for the number of Shares sopurchased with appropriate restrictive legends.7. Issuance of Shares. The Company covenants that the Shares, when issued pursuant to theexercise of this warrant, will be duly and validly issued, fully paid and nonassessable andfree from all taxes, liens, and charges with respect to the issuance thereof other than thosecreated by or imposed upon Holder through no action by the Company.8. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional sharesshall be issued upon the exercise or conversion of this warrant, but in lieu of suchfractional shares, the Company shall make a cash payment on the basis of the Exercise Pricethen in effect.9. No Stockholder Rights. Prior to exercise or conversion of this warrant, the Holder shall notbe entitled to any rights of a stockholder with respect to the Shares, including (withoutlimitation) the right to vote such Shares, receive dividends or other distributions thereon,exercise preemptive rights or to be notified of stockholder meetings, and the Holder shall notbe entitled to any notice or other communication concerning the business or affairs of theCompany.
 

 
10. No Transfer of Warrant. Holder may not transfer this warrant or any rights under thiswarrant in whole or in part to any person or entity.11. Successors and Assigns. The terms and provisions of this warrant will inure to the benefitof, and be binding upon, the Company and the Holder and their permitted successors andassigns.12. Amendments and Waivers. Any term of this warrant may be amended and the observance of anyterm of this warrant may be waived (either generally or in a particular instance and eitherretroactively or prospectively), with the written consent of the Company and the Holder.13. Notices. All notices required under this warrant will be deemed to have been given or madefor all purposes (i) upon personal delivery, (ii) upon confirmation of receipt that thecommunication was successfully sent to the applicable number if sent by facsimile; (iii) oneday after being sent, when sent by professional overnight courier service, or (iv) five daysafter posting when sent by registered or certified mail. Notices to the Company shall be sentto the principal office of the Company (or at such other place as the Company shall notify theHolder in writing). Notices to the Holder shall be sent to the address of the Holder on thebooks of the Company (or at such other place as the Holder shall notify the Company inwriting).14. Governing Law. This warrant shall be governed by the laws of the State of California asapplied to agreements among California residents made and to be performed entirely within theState of California.     WEBSIDESTORY, INC.         /s/ JEFFREY W. LUNSFORD   Jeffrey W. Lunsford, Chief Executive Officer  
 

 
**NOTICE OF EXERCISE**To: WebSideStory, Inc.The undersigned elects to (check applicable subsection):___1 Purchase                                         shares of Common Stock of WebSideStory, Inc. pursuant to the terms ofthe attached warrant and tenders with this notice payment in full of the purchase price of suchshares;OR___2 Exercise the attached warrant for all of the shares purchasable under the warrant pursuant tothe conversion provisions of Section 4 of the warrant.The undersigned represents and warrants that the undersigned is acquiring such shares for its ownaccount for investment purposes only, and not for resale or with a view to distribution of suchshares or any part thereof.     WARRANTHOLDER:       By:                  Name:         Title:         Address:                                            Date:              Name in which shares should be registered: