Exhibit 4.2 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.


THESTREET.COM, INC.


WARRANT


TO PURCHASE COMMON STOCK


	
 

	
 


	
Certificate Number: TCV-1

	
Dated: November 15,
  2007





                    For
value received, TCV VI, L.P. (the “Investor”) is entitled to purchase from TheStreet.com,
Inc., a Delaware corporation (together with its successors and assigns, the “Company”), at any
time and from time to time after the date set forth above and prior to 5:00
p.m., New York time, on the Expiration Date (as defined in Section 2.1 below),
at the purchase price of $15.69 per share (as such price may be adjusted
pursuant to Section 3, the “Exercise Price”), an aggregate of One Million One
Hundred Forty Seven Thousand Eight Hundred Sixteen (1,147,816) shares (as such
number of shares may be adjusted pursuant to Section 3 below, the “Warrant Shares”) of
the Company’s common stock, par value $0.01 per share (“Common Stock”).  Certain terms used but not
defined elsewhere herein have the
meanings assigned to them in Section 16 below.


                    This
Warrant (“Warrant”)
is being issued to the holder in accordance with the Securities Purchase
Agreement of even date herewith (the “Purchase Agreement”) among the Company, the
Investor and TCV VI, L.P.


          Section
1. Warrant Holder; Transferability.


                    1.1
Warrant Holder. The Company and the Secretary of the
Company shall be entitled to treat the Investor or any TCV Affiliate to which
this Warrant has, in whole or in part, been transferred in accordance with
Section 1.2 below, as the owner in fact for all purposes of this Warrant (the
Investor or such transferee also being herein referred to as the “holder” of this
Warrant) and shall not be bound to recognize any equitable or other claim to or
interest in this Warrant on the part of any other person.


                    1.2
Transfer Restrictions. This Warrant shall not be
transferable except that the holder may transfer this Warrant, in whole or in
part, to any TCV Affiliate upon providing a Notice of Transfer attached hereto
duly completed and executed by the holder and the transferee.






          Section
2. Term and Exercise of Warrant; Acceleration and Termination.


                    2.1
Term of Warrant. Subject to the last sentence of
Section 3.1(c) below, the holder shall have the right, at any time before 5:00
p.m., New York time, on the fifth anniversary of the date hereof, or, if such
date is not a Business Day, the next Business Day (the “Expiration Date”) to exercise this Warrant in
accordance with the terms hereof.


                    2.2
Exercise of Warrant.


                              (a)
Cash Exercise. This Warrant may be exercised, in whole or in part, upon
surrender to the Company, in care of the Secretary of the Company, together
with the duly completed and signed form of Notice of Exercise (designating
thereon the holder’s election to cash exercise) in the form attached hereto
(the “Exercise Notice”),
and payment to the Company of the Exercise Price for the number of Warrant
Shares in respect of which this Warrant is then being exercised. Payment of the
aggregate Exercise Price upon exercise pursuant to this Section 2.2(a) shall be
made by delivery of a good check to the principal executive offices of the
Company or, at the holder’s discretion, by wire transfer of immediately
available funds in accordance with written wire transfer instructions to be
provided by the Company at the holder’s request.


                              (b)
Net-Issue Exercise. In lieu of exercising this Warrant pursuant to
Section 2.2(a), the holder may elect to exercise this Warrant, in whole or in
part, on a net-issue basis by electing to surrender a number of Warrant Shares
that are equal in value to the exercise price for the number of Warrant Shares
in respect of which this Warrant is then being exercised at the time of any
such net-issue exercise, by surrender of this Warrant, together with the duly
completed and signed Notice of Exercise in the form attached hereto
(designating the holder’s election to exercise this Warrant on a net-issue
basis), to the Company, in care of the Secretary of the Company, at the
principal executive offices of the Company. The Exercise Notice shall be
properly marked to indicate (i) the number of Warrant Shares to be delivered to
the holder in connection with such net-issue exercise, (ii) the number of
Warrant Shares in respect of which this Warrant is being surrendered in payment
of the Exercise Price for the number of Warrant Shares in respect of which this
Warrant is then being exercised in connection with such net-issue exercise,
calculated as of the Determination Date (as defined below) and (iii) the number
of Warrant Shares which remain subject to this Warrant after such net-issue
exercise, if any (each as determined in accordance with this Section 2.2(b)).
In the event that the holder elects to exercise this Warrant in whole or in
part on a net-issue basis pursuant to this Section 2.2(b), the Company will
issue to the holder the number of Warrant Shares determined in accordance with
the following formula: 


X = Y (A-B) / A


where:


	
 

	
 

	
 


	
 

	
•

	
“X” is the number of Warrant Shares to be issued to the
  holder in connection with such net-issue exercise; 





-2-







	
 

	
 

	
 


	
 

	
•

	
“Y” is the number of Warrant Shares to be exercised, up
  to the number of Warrant Shares subject to this Warrant; 


	
 

	
 

	
 


	
 

	
•

	
“A” is the Fair Market Value of one share of Common
  Stock; and 


	
 

	
 

	
 


	
 

	
•

	
“B” is the Exercise Price in effect as of the date of
  such net-issue exercise (as adjusted pursuant to Section 3.1 below).





For purposes of this Section 2.2(b), the “Fair Market Value” of
one share of Common Stock will have the following meanings: (i) if the Common
Stock is listed for trading on a national securities exchange or admitted for
trading on a national market or other quotation system, then the Fair Market
Value of Common Stock will be deemed to be the average of the Closing Sales
Price for the ten (10) Trading Days immediately preceding, but not including
the Determination Date or (ii) if the Common Stock is not listed for trading on
a national securities exchange or admitted for trading on a national market or
other quotation system, then the Fair Market Value of Common Stock will be deemed
to be the fair market value of Common Stock as determined in good faith from
time to time by the Company’s board of directors or a committee thereof (the “Board of Directors”)
as of the Determination Date, and receipt and acknowledgment of this Warrant by
the holder will be deemed to be an acknowledgment and acceptance of any such
determination by the Board of Directors as the final and binding determination
of such Fair Market Value for purposes of Section 2.2(b) of this Warrant. The “Determination Date”
of Fair Market Value will be the date indicated on the Exercise Notice; provided, however, that if the Company
does not receive the Exercise Notice within five (5) business days of the date
indicated thereon, the Determination Date will be the date the Company receives
such Exercise Notice.


                              (c)
Fractional Interests. No fractional shares shall be issued upon the
exercise of this Warrant, but in lieu thereof the Company shall pay therefor in
cash an amount equal to the product obtained by multiplying the Closing Sales
Price of the Common Stock (or if the Common Stock is not listed for trading on
a national securities exchange or admitted for trading on a national market or
other quotation system, then the Fair Market Value of the Common Stock as
determined by the Board of Directors in the manner set forth in clause (ii) of
the penultimate sentence of Section 2.2(b)) on the Trading Day immediately
preceding the date of exercise of this Warrant times such fraction (rounded to the
nearest cent). 


                              (d)
Deemed Issuance. Subject to Section 2.2(c) hereof, upon such surrender
of this Warrant, delivery of the Exercise Notice and, in the case of a cash
exercise pursuant to Section 2.2(a), payment of the Exercise Price, the Company
shall, subject to the last sentence of this Section 2.2(d), issue and cause to
be delivered with all reasonable dispatch to the holder a certificate or
certificates for the number of full Warrant Shares so purchased upon the exercise
of this Warrant, together with a check or cash in respect of any fractional
shares otherwise deliverable upon such exercise, as provided in Section 2.2(c).
Such certificate or certificates shall be deemed to have been issued as of the
date of the surrender of this Warrant and payment of the Exercise Price
(payment of such exercise price shall be deemed satisfied by use of the
net-issue exercise procedures in Section 2.2(b)). Notwithstanding the
foregoing, the Warrant Shares purchased upon exercise of this Warrant and the
check or cash in respect of any fractional share shall not be issued until, and
a holder shall not be deemed to have become a holder of record of any Warrant
Shares until, HSR Clearance with respect to such exercise has


-3-






occurred. The holder shall use his, her or its
reasonable best efforts to obtain HSR Clearance, if required, and shall keep
the Company informed of the status thereof.


                              (e)
Warrant Exercisable in Whole or in Part. The rights of purchase represented
by this Warrant shall be exercisable, at the election of the holder, either in
full or from time to time in part. If this Warrant is exercised in respect of
less than all of the Warrant Shares purchasable on such exercise at any time
prior to the Expiration Date, a new Warrant of like tenor exercisable for the
remaining Warrant Shares may be issued and delivered to the holder by the
Company. This Warrant or any part thereof surrendered in the exercise of the
rights thereby evidenced shall thereupon be cancelled by the Company and
retired. 


          Section
3. Adjustment of Exercise Price and Number of Warrant Shares.



                    3.1
Mechanical Adjustments. The number of Warrant Shares
purchasable upon the exercise of this Warrant and the Exercise Price payable in
connection therewith shall be subject to adjustment from time to time as
follows:


                              (a)
Stock Splits, Combinations and Dividends. If the Company shall at any
time pay a dividend on the Common Stock in shares of the Common Stock
(including, if applicable, in shares of Common Stock held by the Company in
treasury or by a subsidiary), subdivide or split its outstanding shares of
Common Stock into a larger number of shares or combine or consolidate its outstanding
shares of Common Stock into a smaller number of shares, then, in each such
case, the number of Warrant Shares thereafter issuable upon exercise of this
Warrant shall be adjusted so that this Warrant shall thereafter be exercisable
for the number of Warrant Shares equal to the number of shares of Common Stock
which the holder would have held after the occurrence of any of the events
described above had this Warrant been exercised in full immediately prior to
the occurrence of such event. An adjustment made pursuant to this Section
3.1(a) shall become effective retroactively to the related record date in the
case of a dividend and shall become effective on the related effective date in
the case of a subdivision, split, combination or consolidation. 


                              (b)
Reclassifications. In the event of a reclassification of the Common
Stock other than by stock split, subdivision, consolidation or combination
thereof, the Company will execute a new Warrant, the terms of which provide
that the holder of this Warrant will have the right to exercise the rights
represented by such new Warrant, and procure upon such exercise and payment of
the same aggregate Exercise Price then in effect, in lieu of the shares of
Common Stock previously issuable upon exercise of the rights represented by
this Warrant, the kind and amount of shares of stock, other securities, money
and property receivable upon such reclassification by a holder of an equivalent
number of shares of Common Stock at the time of such reclassification. Such new
Warrant will provide for adjustments which are as equivalent as practicable to
the adjust­ments provided for in this Section 3.1 The provisions of this
Section 3.1(b) will apply with equal force and effect to all successive
reclassifi­cations of the Common Stock. 


                              (c)
Merger or Consolidation. If at any time there will be effected a merger
or consolidation of the Company with or into another corporation in such a way
that holders of Common Stock will be entitled to receive stock, other
securities, money or other


-4-






property with respect to or in exchange for their
shares of Common Stock, then, as a part of such merger or consolidation, in
lieu of Common Stock the holder will thereafter be entitled to receive upon
exercise of this Warrant the number of shares of stock, other securities, money
or other property resulting from such merger or consolidation to which such
holder would have been entitled in such merger or consolidation if this Warrant
had been exercised immediately prior to such transaction. In any such case,
appropriate adjustment (as determined in good faith by the Board of Directors)
will be made in the application of the provisions of this Warrant with respect
to the rights and interests of the holder after the merger or consolidation to
the end that the provisions of this Warrant (including adjustments of the
Exercise Price and number of shares of Common Stock purchasable pursuant to the
terms and conditions of this Warrant) will be applicable after the transaction,
as near as reasonably may be, in relation to any shares, other securities,
money or other property deliverable after that transaction upon the exercise of
this Warrant. If, after taking into account and as a result of the provisions
of this Section 3.1(c), this Warrant is only exercisable for cash, this Warrant
shall terminate and be of no further force or effect.


                              (d)
Whenever the number of Warrant Shares issuable upon the exercise of this
Warrant is adjusted or readjusted pursuant to Section 3.1, the Exercise Price
payable upon exercise of this Warrant shall be adjusted or readjusted by
multiplying such Exercise Price in effect immediately prior to such adjustment
by a fraction, the numerator of which shall be the number of Warrant Shares
purchasable upon the exercise of this Warrant immediately preceding such
adjustment, and the denominator of which shall be the number of Warrant Shares
so purchasable immediately thereafter. All calculations under this Section 3
shall be made to the nearest one-thousandth of a share of Common Stock. 


                              (e)
In the event that at any time, as a result of an adjustment made pursuant to
this Section 3.1, the holder shall become entitled to receive any shares of the
Company other than shares of Common Stock or shares of any other person,
thereafter the number of such other shares so receivable upon exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the Warrant Shares contained in this Section 3.1, and the
provisions of Sections 3.2, 3.3, 3.4 and 3.5, inclusive, with respect to the
Warrant Shares, shall apply on like terms to any such other shares.


                    3.2
Time of Adjustments. Except as otherwise expressly
provided in Section 3.1, each adjustment required by Section 3.1 shall be
effective as and when the event requiring such adjustment occurs.


                    3.3
Notice of Adjustment. Whenever the number of Warrant
Shares purchasable upon the exercise of this Warrant or the Exercise Price is
adjusted as herein provided, the Company shall as soon as practicable mail by
first class mail, postage prepaid, to the holder, a certificate of an officer
of the Company setting forth the number of Warrant Shares (or other securities
or property) purchasable upon the exercise of this Warrant and the Exercise
Price after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such
adjustment was made. 


-5-






                    3.4
No Adjustment for Cash Dividends. Except as provided
in Section 3.1, no adjustment shall be made during the term of this Warrant or
upon the exercise of this Warrant in respect of any dividends declared or paid
on the Common Stock.


                    3.5
Statement on Warrant. Irrespective of any adjustments
in the Exercise Price or the number or kind of shares purchasable upon the
exercise of this Warrant, any Warrant theretofore or thereafter issued may
continue to express the same Exercise Price and number and kind of shares
issuable upon exercise of this Warrant as are stated in the initial Warrant.


          Section
4. Taxes. The issuance of certificates for Warrant
Shares of Common Stock upon the exercise of the rights represented by this
Warrant will be made without charge to the holder of this Warrant for any
issuance tax in respect thereof; provided,
however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than that of the holder of this Warrant.


          Section
5. Reservation of Warrant Shares. There have been
reserved, and the Company shall at all times during the term of this Warrant
reserve and keep available, out of its authorized and unissued Common Stock,
solely for the purpose of effecting the exercise of this Warrant, the number of
shares of Common Stock that shall from time to time be sufficient to provide
for the exercise of the rights of purchase represented by the outstanding
Warrant. All shares of Common Stock or other securities issued upon exercise of
this Warrant will, upon issuance in accordance with the terms hereof, be
validly issued, fully paid and nonassessable.


          Section
6. Restrictions on Warrant Shares. The
holder acknowledges and agrees that the shares of Common Stock or other
securities issued upon exercise of this Warrant may not be sold, and that the
holder will not directly or indirectly offer or sell any of such Common Stock
or right to acquire Common Stock, other than in compliance with the Securities
Act and all other applicable state or foreign securities laws. Each certificate
representing the Warrant Shares shall be stamped or otherwise imprinted with a
legend in the following form (in addition to any legend required under
applicable state securities laws):


	
 

	
 

	
 


	
 

	
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
  ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
  SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE,
  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
  THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.”

	
 





          Section
7. Mutilated or Missing Warrant. If this Warrant shall
be mutilated, lost, stolen or destroyed and the Company shall receive evidence
thereof and (except with respect to mutilated Warrants returned to the Company)
indemnity reasonably satisfactory to it, then the Company shall issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for this Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent right or
interest. An applicant for such a


-6-






substitute Warrant shall comply with such other
reasonable requirements and pay such reasonable charges as the Company may
prescribe, including, without limitation, the execution and delivery of a lost
Warrant affidavit and indemnification agreement in a form reasonably
satisfactory to the Company and its counsel.


          Section
8. No Rights as Stockholder. Except as provided in the
second sentence of Section 2.2(d) hereof, nothing contained in this Warrant
shall be construed as conferring upon the holder the right to vote or to
receive dividends or to consent or to receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the Company or
any other matter, or any rights whatsoever as stockholders of the Company.


          Section
9. Notice to Holder. At any time prior to the
Expiration Date and prior to its exercise, if any of the following events shall
occur:


	
 

	
 

	
 


	
 

	
(i)

	
the Company shall declare any dividend or other
  distribution on the Common Stock (other than (x) a stock split by way of a
  stock dividend and (y) the Company’s regular quarterly dividend); or


	
 

	
 

	
 


	
 

	
(ii)

	
the Company shall take a record of the holders of
  Common Stock for the purpose of entitling them to subscribe for or purchase
  shares of Common Stock; 





then, to the extent practicable and subject to any confidentiality
restrictions, the Company shall give notice in writing of such event to the
holder of this Warrant at least seven (7) Business Days prior to the date fixed
as a record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividend or other
distribution or subscription rights. No failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice.


          Section
10. Notices. All notices and other communications
required or permitted to be given with respect to this Warrant shall be in
writing signed by the sender, and shall be considered given: (w) on the date
delivered, if personally delivered during normal business hours, or on the next
Business Day if delivered after normal business hours of the recipient; (x) on
the date sent by telecopier with automatic confirmation of the transmitting
machine showing the proper number of pages were transmitted without error, if
sent during normal business hours of the recipient, or on the next Business Day
if sent after normal business hours; (y) on the Business Day after being sent
by Federal Express or another recognized overnight delivery service in time for
and specifying next day or next business day delivery; or (z) five (5) Business
Days after mailing, if mailed by United States postage-paid certified or
registered mail, return receipt requested, in each instance referred to in the
preceding clauses (y) and (z) only if all delivery charges are pre-paid. Each
such notice or other communication shall be given to the holder at the address
in a Warrant register to be created and maintained by the Company and to the
Company at its principal executive offices.


          Section
11. No Waivers; Remedies. Prior to the Expiration
Date, no failure or delay by the holder in exercising any right, power or
privilege with respect to this Warrant shall operate as a waiver of the right,
power or privilege. A single or partial exercise of any right, power or
privilege shall not preclude any other or further exercise of the right, power
or privilege


-7-






or the exercise of any other right, power or
privilege. The rights and remedies provided in this Warrant shall be cumulative
and not exclusive of any rights or remedies provided by law.


          Section
12. Amendments. No amendment, modification, termination or
waiver of any provision of this Warrant, and no consent to any departure from
any provision of this Warrant, shall be effective unless it shall be in writing
and signed and delivered by the Company and the holder, and then it shall be
effective only in the specific instance and for the specific purpose for which
it is given.


          Section
13. Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the state of Delaware that apply to
contracts made and performed entirely within such state.


          Section
14. Severability of Provisions. Any provision of this
Warrant that is prohibited or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Warrant
or affecting the validity or enforceability of the provision in any other
jurisdiction.


          Section
15. Headings and References. Headings in this Warrant
are included for the convenience of reference only and do not constitute a part
of this Warrant for any other purpose. References to sections in this Warrant
are references to the sections of this Warrant, unless the context shall
require otherwise.


          Section
16. Definitions. For purposes of this Warrant, the
following terms have the following meanings:


                              (a)
“Business Day” means
any day excluding Saturday, Sunday and any day which is a legal holiday under
the laws of the State of New York or is a day on which banking institutions
located in such state are authorized or required by law or other governmental
action to close.


                              (b)
“Closing
Sales Price” means the closing sales price of the Common Stock, as
quoted on the principal securities exchange on which the Common Stock is listed
for trading, or if not so listed, the average of the closing bid and asked
prices for Common Stock quoted on the national market or other quotation system
on which Common Stock is admitted for trading, each as published in The Wall Street Journal (New York edition)
or, if such prices are not published in The Wall
Street Journal (New York
edition), as reported by the applicable authority or association
governing trading of the Common Stock.


                              (c)
“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


                              (d)
“HSR Clearance” means the expiration or termination or
any waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended applicable to the exercise of
this Warrant and the issuance of the Warrant Shares.


                              (e)
“person” means a
“person” within the meaning of Section 3(a)(9) of the Exchange Act.


-8-






                              (f)
“TCV Affiliate” means
(i) any general or limited partner or member of a holder, (ii) a member of a
limited liability company that is a general or limited partner or member of a
holder, (iii) any retired partner of any of the foregoing and (iv) any spouse,
ancestor, lineal descendant or sibling of any of the foregoing who acquires the
all or part of this Warrant by gift, will or intestate succession.


                              (g)
“Trading Day” means,
as applied to any class of stock, any day on which NASDAQ or, if such stock is not listed on NASDAQ, the exchange or market which
is the primary market for the stock, is open for the trading of securities
generally and with respect to which information regarding the sale of
securities included therein, or with respect to which sales information is
reported, is generally available.


[The next page is
the signature page]


-9-






          
          The Company has
executed and delivered this Warrant as of the date set forth above.


	
 

	
 

	
 

	
 


	
 

	
THESTREET.COM, INC.


	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:

	
Thomas J. Clarke, Jr.


	
 

	
 

	
Title:

	
Chairman of the Board


	
 

	
 

	
 

	
and Chief Executive Officer


	
 

	
 

	
 

	
 


	
Accepted:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
TCV VI, L.P.

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
By: Technology Crossover Management VI,
L.L.C., its
  General Partner

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	


	
 

	
 

	
 


	
By: Robert Bensky

	
 

	
 

	
 


	
Title: Attorney-in-Fact

	
 

	
 

	
 





S-1






NOTICE
OF EXERCISE 

(To Be Completed Only Upon Exercise)


	
 

	
 


	
TO:

	
TheStreet.com, Inc.


	
 

	
14 Wall Street, 14th Floor


	
 

	
New York, New York 10005


	
 

	
Attention: Chief Executive Officer





1.
The undersigned hereby irrevocably elects to purchase ______________________
shares of Common Stock of TheStreet.com, Inc. pursuant to the terms of this
Warrant.


          2.
If Cash Exercise, check this box  ̈:
The undersigned tenders herewith full payment of the aggregate cash exercise
price equal to $_____________ U.S. Dollars for such shares in accordance with
the terms of this Warrant. 


          3.
If Net-Issue Exercise, check this
box  ̈: The
undersigned exercises this Warrant on a net-issue basis pursuant to the terms
set forth in this Warrant. Net-Issue Information: 


          (a)
Number of Shares of Common Stock to be Delivered:  ________________________________________________


          (b)
Number of Shares of Common Stock Surrendered:  ___________________________________________________


          (c)
Number of Shares Remaining Subject to Warrant, if any:  ______________________________________________


          4.
In accordance with Section 2.2(d) of this Warrant, by checking this box  ̈,
the holder hereby exercises its right to delay the issuance of Warrant Shares
until the Company receives written notice from the holder that such holder has
obtained HSR Clearance and provides the Company with evidence thereof that is
reasonably satisfactory to the Company.


          5.
The undersigned acknowledges that if the undersigned is deemed to be an
affiliate of the Company under the federal securities laws, the undersigned may
be subject to certain restrictions on, or subject to certain procedural
requirements in connection with, any transfer of the shares of Common Stock
issued upon exercise of this Warrant. 


          6.
The undersigned hereby represents and warrants to the Company as follows: (i)
the undersigned is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act; (ii) the
undersigned has been advised by the Company that such Common Stock has not been
registered under the Securities Act; (iii) the undersigned acknowledges that
he, she or it has been informed by the Company of, or is otherwise familiar
with, the nature of the limitations imposed by the Securities Act and the rules
and regulations thereunder on the transfer of securities; (iv) the undersigned
is acquiring such Common Stock for his, her or its own account and not with a view
to, or for sale in connection with, any distribution thereof in violation of
federal or state securities laws; (v) by reason of his, her or its business or
financial experience, the undersigned has the capacity to protect his, her or
its own interest in connection with the issuance of such Common Stock; (vi) the
undersigned recognizes that investing in the Company involves substantial
risks, and has taken full cognizance of and understands all of the risk factors
related to the acquisition of such Common Stock; (vii) the undersigned has
carefully considered and has, to the extent he, she or it believes such
discussion necessary, discussed with such transferee’s professional legal, tax
and financial advisers the suitability of an investment in the






Company, and such transferee has determined that the
acquisition of such Common Stock is a suitable investment for the undersigned;
(viii) the undersigned has not relied on the Company for any tax or legal
advice in connection with the exercise of this Warrant; and (ix) in evaluating
the suitability of an investment in the Company, such transferee has not relied
upon any representations or other information from the Company or any of its
agents.


	
 

	
 

	
 

	
 


	
Dated:  

	
 

	
By:  

	
 


	
 

	


	
 

	






(Signature must conform in all respects to name of the
holder as set forth on the face of this Warrant)






NOTICE
OF TRANSFER

(To Be Completed Only Upon Transfer)


	
 

	
 


	
TO:

	
TheStreet.com, Inc.


	
 

	
14 Wall Street, 14th Floor


	
 

	
New York, New York 10005


	
 

	
Attention: Chief Executive Officer





FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ______________________________ the right represented
by this Warrant, to purchase ______________________ shares of Common Stock of
The Street.com, Inc. 


Please issue a certificate or certificates
representing said Warrant in such name or names as specified below:


	
 


	



	
(Name(s) and
  Address(es))


	
 


	



	
 


	






The undersigned transferor requests the Company, by
written order to exchange or register the transfer of an Warrant or Warrants,
and, to the extent the transfer contemplated by this notice is not for the
entire number of shares represented by this Warrant, to issue a replacement
Warrant Certificate in the name of the undersigned representing the balance of
such shares.


The undersigned transferee hereby represents,
warrants, covenants and agrees with the Company as follows: (i) Such transferee
is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act; (ii) such transferee has
been advised by the Company that this Warrant has not been registered under the
Securities Act; (iii) such transferee acknowledges that he, she or it has been
informed by the Company of, or is otherwise familiar with, the nature of the
limitations imposed by the Securities Act and the rules and regulations
thereunder on the transfer of securities; (iv) such transferee is acquiring
this Warrant for his, her or its own account and not with a view to, or for
sale in connection with, any distribution thereof in violation of federal or
state securities laws; (v) by reason of his, her or its business or financial
experience, such transferee has the capacity to protect his, her or its own
interest in connection with the issuance of this Warrant; (vi) such transferee
recognizes that investing in the Company involves substantial risks, and has
taken full cognizance of and understands all of the risk factors related to the
acquisition of this Warrant; (vii) such transferee has carefully considered and
has, to the extent he, she or it believes such discussion necessary, discussed
with such transferee’s professional legal, tax and financial advisers the
suitability of an investment in the Company, and such transferee has determined
that the acquisition of this Warrant is a suitable investment for such
transferee; (viii) such transferee has not






relied on the Company for any tax or legal advice in
connection with the purchase of this Warrant; (ix) in evaluating the
suitability of an investment in the Company, such transferee has not relied
upon any representations or other information from the Company or any of its
agents; and (x) for so long as such transferee owns this Warrant or any Warrant
Shares, he, she or it shall not, and shall not permit any of its controlled
affiliates to, engage in any Short Sales (as defined in the Purchase
Agreement). 


	
 

	
 

	
 

	
 


	
Dated:  

	
 

	
By:  

	
 


	
 

	


	
 

	






(Signature must conform in all respects to name of the
holder as set forth on the face of this Warrant)