Exhibit
4.1


INVESTOR
RIGHTS AGREEMENT 


          THIS
INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of
November 15, 2007, by and among TheStreet.com, Inc., a Delaware corporation
(the “Company”), TCV VI, L.P., a Delaware limited partnership (“TCV
VI”), and TCV Member Fund, L.P., a Delaware limited partnership (“TCV
Member Fund” and, together with TCV VI, the “Investors”).
Capitalized terms used but not defined elsewhere herein are defined in
Section 1.


RECITALS


          1.
The Company has entered into a Securities Purchase Agreement, dated as of the
date hereof (the “Purchase Agreement”), with each of the Investors
pursuant to which the Company has sold to the Investors, and the Investors have
purchased from the Company, (i) shares of the Company’s Series B Preferred
Stock, par value $0.01 per share (“Series B Preferred Stock”), which is
convertible into shares of the company’s common stock, par value $0.01 per
share (“Common Stock”), and (ii) warrants to purchase Common Stock (the
“Warrants”). 


          2.
As a condition to each of the Investors’ obligations under the Purchase
Agreement, the Company and the Investors will enter into this Agreement for the
purpose of granting certain registration and other rights to the Investors, as
well as imposing certain restrictions on the ability of the Investors to
Transfer their Shares.


          NOW,
THEREFORE, in consideration of the covenants and promises set forth herein, and
for other good and valuable consideration, intending to be legally bound hereby
the parties agree as follows: 


          SECTION
1. Certain Definitions. As used in this Agreement, the capitalized terms
identified in the Preamble and the Recitals shall have the meanings identified
therein and the following terms shall have the following respective meanings:


                    “Agreement”
shall have the meaning set forth in the Preamble hereof.


                    “Commission”
shall mean the Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act or the Exchange Act.


                    “Common
Stock” shall have the meaning set forth in the Recitals hereof.


                    “Company”
shall have the meaning set forth in the Preamble hereof.


                    “Company
Indemnified Parties” shall have the meaning set forth in Section 10(a)
hereof.


                    “Demand
Notice” shall have the meaning set forth in Section 5(a) hereof.






                    “Demand
Shelf Registration” shall have the meaning set forth in Section 5(a)
hereof.


                    “Effectiveness
Period” shall have the meaning set forth in Section 5(b) hereof.


                    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any
similar successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.


                    “Holder”
shall mean (i) any Investor holding Registrable Securities and (ii) any general
or limited partner of an Investor or other Person to whom the rights under this
Agreement have been transferred in accordance with Section 13 hereof. 


                    “Holder
Indemnified Parties” shall have the meaning set forth in Section 10(b)
hereof.


                    “Indemnified
Party” shall have the meaning set forth in Section 10(c) hereof.


                    “Indemnifying
Party” shall have the meaning set forth in Section 10(c) hereof.


                    “Investors”
shall have the meaning set forth in the Preamble hereof.


                    “person”
means an individual, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, other legal entity,
or any government or governmental agency or authority.


                    “Purchase
Agreement” shall have the meaning set forth in the Recitals hereof.


                    “register”,
“registered” and “registration” refer to a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.


                    “Registration
Expenses” shall mean all expenses incurred by the Company in complying with
Sections 5 and 6 hereof, including, without limitation, all registration,
qualification, listing and filing fees, printing expenses, escrow fees, fees
and disbursements of counsel for the Company, blue sky fees and expenses, and
the expense of any special audits incident to or required by any such registration,
provided, however, that
Registration Expenses shall not be deemed to include any Selling Expenses.


                    “Registrable
Securities” shall mean (i) any shares of Common Stock paid as a dividend on
Series B Preferred Stock or issuable upon conversion of the Series B Preferred
Stock, (ii) any shares of Common Stock issuable upon exercise of the Warrants
and (iii) any securities issued or issuable in respect of the securities
described in clauses (i) and (ii) above upon any stock split, stock dividend,
recapitalization or similar event; provided,
however, that such securities shall only be treated as Registrable
Securities until the
earliest of: (w) the date on which such security has been registered under the
Securities Act and disposed of in accordance with an effective Registration
Statement relating thereto; (x) the date on which such security has been
publicly sold pursuant to Rule 144; (y) the date on which all Registrable
Securities owned


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by the Holder thereof may be
resold without volume restrictions during any and all three-month periods
pursuant to Rule 144; or (z) the date on which such security is transferred
in a transaction pursuant to which the registration rights are not also
assigned in accordance with Section 13 hereof.


                    “Restricted
Securities” shall mean the Shares required to bear the first legend set
forth in Section 3 hereof.


                    “Rule
144” shall mean Rule 144 promulgated under the Securities Act and any
successor provision.


                    “Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder or any similar federal statute and the rules
and regulations of the Commission thereunder, all as the same shall be in
effect at the time.


                    “Selling
Expenses” shall mean all underwriting discounts, selling commissions and
stock transfer taxes applicable to the securities registered by the Holders, as
well as all fees and expenses incurred by the Holders in connection therewith
(including, without limitation, all fees and expenses of their counsel).


                    “Series
B Preferred Stock” shall have the meaning set forth in the Recitals hereof.


                    “Shares”
shall mean all shares of Series B Preferred Stock purchased by the Investors
pursuant to the Purchase Agreement, all shares of Series B Preferred Stock
issued to the Investors as dividends, the Warrants, all shares of Common Stock
issuable upon exercise of the Warrants and all shares of Common Stock issued or
issuable in respect of the foregoing.


                    “Shelf
Registration” shall mean a Demand Shelf Registration or a Subsequent Shelf
Registration, as applicable.


                    “Subsequent
Holder Notice” shall have the meaning set forth in Section 5(e) hereof.


                    “Subsequent
Shelf Registration” shall have the meaning set forth in Section 5(c)
hereof.


                    “TCV
VI” shall have the meaning set forth in the Preamble hereof.


                    “TCV
Member Fund” shall have the meaning set forth in the Preamble hereof.


                    “Transfer”
shall mean (i) any offer,
pledge, sale, contract to sell, assignment, distribution, encumbrance, sale or
purchaser of any option or contract to sell or purchase or loan or other
disposition or transfer, (ii) the entering into or establishment of any
arrangement constituting a “put equivalent position,” as defined by Rule
16a-1(h) promulgated under the Exchange Act, (iii) the entering into of any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Registrable Securities, whether any such swap or transaction is to be settled
by delivery of


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Common Stock or other securities, in cash or
otherwise, or (iv) the announcement of any intent to do any of the foregoing. 


                    “Warrants”
shall have the meaning set forth in the Recitals hereof.


          SECTION
2. Transfer Restrictions. Until the date that is 180 days after the date
of this Agreement, the Investors shall not Transfer any Shares without the
prior written consent of the Company. In any event, the Shares shall not be
Transferred except upon the conditions specified in Section 4, which conditions
are intended to ensure compliance with the provisions of the Securities Act.
(It is understood and agreed that nothing in this Section 2 will limit any
restrictions on Transfer of any Shares to which the Investors have otherwise
agreed.)


          SECTION
3. Restrictive Legend. Each certificate representing the Shares (unless
otherwise permitted by the provisions of Section 4 below) 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.”

	
 





                    In
addition, for so long as the Shares are subject to the restrictions set forth
in the first sentence of Section 2, each certificate representing the Shares
shall be stamped or otherwise imprinted with a legend in the following form:


	
 

	
 

	
 


	
 

	
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
 SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS
 AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF
 SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT
 CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

	
 





                    In
addition, each certificate representing Common Stock issuable upon conversion
of the Series B Preferred Stock shall be stamped or otherwise imprinted with a
legend in the following form:


	
 

	
 

	
 


	
 

	
“THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE
 HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN
 THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE
 TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH
 IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN
 CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS

	
 





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AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
 CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY
 WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT,
 AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT
 OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE
 RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR
 BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH
 TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON
 BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.”

	
 





                    Each
Investor consents to the Company making a notation on its records and giving
instructions to any transfer agent of the Restricted Securities in order to
implement the restrictions on transfer set forth in Section 2.


          SECTION 4.
Notice of Proposed Transfers. Each Holder shall comply in all respects with
the provisions of this Section 4. Prior to any proposed Transfer of any
Restricted Securities, unless there is in effect a registration statement under
the Securities Act covering the proposed Transfer, a Holder shall give written
notice to the Company of such Holder’s intention to effect such Transfer. Each
such notice shall describe the manner and circumstances of the proposed
Transfer in sufficient detail, and shall be accompanied by either (a) an
opinion of legal counsel reasonably satisfactory to the Company to the effect
that the proposed Transfer of the Restricted Securities may be effected without
registration under the Securities Act, (b) a “no action” letter from the
Commission to the effect that the Transfer of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto or (c) any other evidence reasonably
satisfactory to counsel to the Company, whereupon such Investor shall be
entitled to Transfer such Restricted Securities in accordance with the terms of
the notice delivered by such Investor to the Company. Notwithstanding the
foregoing, in the event a Holder shall give the Company a representation letter
containing such representations as the Company shall reasonably request, the
Company will not require such a notice or legal opinion or “no action” letter
or such other evidence (x) in any transaction in compliance with Rule 144, (y)
in any transaction in which a Holder that is a corporation distributes
Restricted Securities solely to its majority owned subsidiaries or Affiliates
for no consideration or (z) in any transaction in which a Holder that is a
partnership or limited liability company distributes Restricted Securities
solely to its Affiliates (including affiliated fund partnerships), or partners
or members of such Holder or its Affiliates for no consideration. Each
certificate evidencing the Restricted Securities transferred shall bear the
appropriate restrictive legend set forth in Section 3 above, except that such
certificate shall not bear the first such restrictive legend if such legend is
not required in order to establish compliance with any provisions of the
Securities Act and such certificate shall not bear the second such restrictive
legend after the date that is 180 days after the date of this Agreement. Upon
the request of a Holder of a certificate bearing the first such restrictive
legend and, if necessary, the appropriate evidence as required by clause (a),
(b) or (c) of the third sentence of this Section 4, the Company shall remove
the first such restrictive legend from such certificate if such legend is not
required in order to establish compliance with any provisions of the Securities
Act. Upon the request of a Holder of a certificate bearing the second


5






such restrictive legend, the Company shall remove the
second such restrictive legend from such certificate after the date that is 180
days after the date of this Agreement.


          SECTION
5. Demand Registration. 


                    (a)
Upon written notice (a “Demand Notice”) on one occasion by Holders
owning a majority of the then outstanding Registrable Securities on or after
the date that is 120 days after the date of this Agreement, the Company shall
file a registration statement covering the sale or distribution by the Holders,
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act,
including without limitation, by way of underwritten offering, block sale or
other distribution plan designated by the Holders of a majority of the
Registrable Securities from time to time, of all of the Registrable Securities
requested to be registered in the Demand Notice on Form S-3 (except if the
Company is not then eligible to register for resale the Registrable Securities
on Form S-3, in which case such registration shall be on another appropriate
form and shall provide
for the registration of such Registrable Securities for resale by such Holders
in accordance with any reasonable method of distribution elected by the Holders)
(the “Demand Shelf Registration”) within 30 days after the date of the
Demand Notice and shall use its reasonable best efforts to cause such Shelf
Registration to be declared effective by the Commission as promptly as possible
after the filing thereof, but in any event within 90 days after the date such
Shelf Registration is filed.


                    (b)
Once declared effective, the Company shall, subject to Section 9(j), use its
reasonable best efforts to cause the Demand Shelf Registration to be
continuously effective until the earlier of (i) such time as there are no
longer any Registrable Securities or (ii) such as all Registrable Securities
can be resold without restriction as to volume in any and all three month
periods under Rule 144 (the “Effectiveness Period”). 


                    (c)
If any Shelf Registration ceases to be effective under the Securities Act for
any reason at any time during the Effectiveness Period, the Company shall use
its reasonable best efforts to promptly cause such Shelf Registration to again
become effective under the Securities Act (including obtaining the prompt
withdrawal of any order suspending the effectiveness of such Shelf Registration),
and in any event shall use its reasonable best efforts to, within 30 days
of such cessation of effectiveness, amend such Shelf Registration in a manner
reasonably expected to obtain the withdrawal of any order suspending the
effectiveness of such Shelf Registration or (ii) at the option of the
Company, file an additional registration statement (a “Subsequent Shelf
Registration”) for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 of the Securities Act registering the resale from time to
time by Holders thereof of all securities that are Registrable Securities as of
the time of such filing. If a Subsequent Shelf Registration is filed, the
Company shall use its reasonable best efforts to (x) cause such Subsequent
Shelf Registration to become effective under the Securities Act as promptly as
is reasonably practicable after such filing, but in no event later than the
date that is 90 days after such Subsequent Shelf Registration is filed and
(y) keep such Subsequent Shelf Registration (or another Subsequent Shelf
Registration) continuously effective until the end of the Effectiveness Period.
Any such Subsequent Shelf Registration shall be a Registration Statement on
Form S-3 to the extent that the Company is eligible to use such form.
Otherwise, such Subsequent Shelf Registration shall be on another appropriate
form and shall provide for 


6






the registration of such Registrable Securities for
resale by such Holders in accordance with any reasonable method of distribution
elected by the Holders. 


                    (d)
The Company shall supplement and amend any Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration if required
by the Securities Act or as reasonably requested by the Holders covered by such
Shelf Registration.


                    (e)
If a person becomes a Holder of Registrable Securities after the Shelf
Registration becomes effective under the Securities Act, the Company shall, as
promptly as is reasonably practicable following delivery of written notice to
the Company of such person becoming a Holder and requesting for its name to be
included as a selling securityholder in the prospectus related to the Shelf Registration
(a “Subsequent Holder Notice”), and in any event within 15 days
after such date: 


                              (i)
if required and permitted by applicable law, file with the Commission a
supplement to the related prospectus or a post-effective amendment to the Shelf
Registration and any necessary supplement or amendment to any document
incorporated therein by reference and file any other required document with the
Commission so that such Holder is named as a selling securityholder in a Shelf
Registration and the related prospectus in such a manner as to permit such
Holder to deliver a prospectus to purchasers of the Registrable Securities in
accordance with applicable law; provided, however, that if a
post-effective amendment is required by the rules and regulations of the
Commission in order to permit resales by such Holder, the Company shall not be
required to file more than one post-effective amendment or a supplement to the
related prospectus for such purpose in any 60-day period;


                              (ii)
if, pursuant to Section 5(e)(i), the Company shall have filed a
post-effective amendment to the Shelf Registration, the Company shall use its
reasonable best efforts to cause such post-effective amendment to become
effective under the Securities Act as promptly as is reasonably practicable,
but in any event by the date that is 60 days after the date such post-effective
amendment is required by this Section 5(e) to be filed; and


                              (iii)
the Company shall notify such Holder as promptly as is reasonably practicable
after the effectiveness under the Securities Act of any post-effective
amendment filed pursuant to clause (i) above.


                    (f)
If a Demand Notice delivered in accordance with Section 5(a) specifies that the
sale of the Registrable Securities is intended to be conducted through an
underwritten offering, the Holders of a majority of Registrable Securities
included in such Demand Notice shall have the right to select the managing
underwriter or underwriters to administer the offering; provided, however, that
such managing underwriter or underwriters shall be reasonably acceptable to the
Company. The Holders of Registrable Securities included in such Demand Notice
and the Company shall enter into an underwriting agreement in such customary
form as shall have been negotiated and agreed to by the Company with the
underwriter or underwriters selected for such underwriting.


7






                    (g)
Notwithstanding any other provision of this Section 5, if the managing
underwriter or underwriters of a proposed underwritten offering of the
Registrable Securities advise the Board of Directors of the Company that in its
or their opinion the number of Registrable Securities requested to be included
in such Shelf Registration and all other securities proposed to be sold in the
offering contemplated thereby exceeds the number which can be sold in such
underwritten offering in light of market conditions, the Registrable Securities
and such other securities to be included in such underwritten Shelf
Registration shall be allocated, (i) first, up to the total number of
securities the Holders have requested to be included in such Shelf Registration
(pro rata
based upon the number of securities that each of them shall have requested to
be included in such offering), (ii) second, and only if all the Registrable
Securities referred to in clause (i) have been included, up to the total number
of securities that the holders of piggyback registration rights have requested
to be included in such Shelf Registration (pro rata based upon the number of
securities that each of them shall have requested to be included in such Shelf
Registration) and (iii) third, and only if all the securities referred to in
clause (ii) have been included, the number of securities that the Company and
other holders have proposed to include in such Shelf Registration that, in the
opinion of the managing underwriter or underwriters can be sold without having
such adverse effect. To facilitate the allocation of shares in accordance with
the above provisions, the Company or the managing underwriters may round the
number of shares allocated to any Holder or other holder to the nearest 100
shares. If any Holder disapproves of the terms of any such underwriting, such
Holder may elect to withdraw therefrom by written notice to the Company and the
managing underwriter or underwriters. Any securities excluded or withdrawn from
such underwriting shall be withdrawn from such registration.


                    (h)
In the event any Holder requests to participate in a Shelf Registration
pursuant to this Section 5 in connection with a distribution of Registrable
Securities to its partners or members, the Shelf Registration shall in the
event such distribution and subsequent resale is permitted by applicable law
provide for resale by such partners or members, if requested by such Holder.


                    (i)
The Investors shall have the right to have any registration initiated by them
under Section 5(a) terminated or withdrawn prior to the effectiveness thereof; provided,
however, that the Investors shall pay all Selling Expenses incurred by
them in connection therewith and, unless such termination or withdrawal was
effected by the Investors primarily as a result of the Company taking, or
failing to take, any action that would be reasonably expected to cause the
Investors to effect such termination or withdrawal under this Section 5(i),
shall promptly reimburse to the Company any Registration Expenses incurred by the
Company in connection therewith. If the Investors cause a registration to be
terminated or withdrawn in accordance with this Section 5(i), they shall again
be entitled to exercise their demand rights pursuant to Section 5(a).


          SECTION
6. Company Registration.


                    (a)
Notice of Registration. If at any time or from time to time until the
fourth anniversary of the date of this Agreement, the Company shall determine
to file a registration statement for an underwritten public offering of its
equity securities (for the avoidance of doubt, the following will not
apply to any registration statement filed on a Form S-4, Form S-8 or any
successor forms), the Company will:


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                              (i)
promptly give to each Holder written notice
thereof; and


                              (ii)
subject to Section 6(b) below, include in such registration (and any related
qualification under blue sky laws or other compliance) all the Registrable
Securities specified in a written request or requests made within 7 days after
receipt of such written notice from the Company by any Holder.


                    (b)
Underwriting. The right of any Holder to registration pursuant to this
Section 6 shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of Registrable Securities in the underwriting to
the extent provided herein. Each Holder proposing to distribute its securities
through such underwriting shall (together with the Company and the other
holders distributing their securities through such underwriting) enter into and
perform such Holder’s obligations under an underwriting agreement with the
managing underwriter selected for such underwriting by the Company or by the
stockholders of the Company who have the right to select the underwriters (such
underwriting agreement to be in the form negotiated by the Company or such
stockholders, as the case may be). Notwithstanding any other provision of this
Section 6, if the managing underwriter or underwriters of a proposed
underwritten offering with respect to which Holders of Registrable Securities
have exercised their piggyback registration rights advise the Board of
Directors of the Company that in its or their opinion the number of Registrable
Securities requested to be included in the offering thereby and all other
securities proposed to be sold in the offering exceeds the number which can be
sold in such underwritten offering in light of market conditions the
Registrable Securities and such other securities to be included in such
underwritten offering shall be allocated, (i) first, (x) in the event such
offering was initiated by the Company, up to the total number of securities
that the Company has requested to be included in such registration and (y) in
the event such offering was initiated by the holders of securities (other than
the Holders) who have exercised their demand registration rights, up to the
total number of securities that such holders of such securities have requested
to be included in such offering (pro rata based upon the number of
securities that each of them shall have requested to be included in such
offering), (ii) second, and only if all the securities referred to in clause
(i) have been included, up to the total number of securities that the Holders
that have requested to be included in such offering (pro rata based upon the
number of securities that each of them shall have requested to be included in
such offering) and (iii) third, and only if all the securities referred to in
clause (ii) have been included, all other securities proposed to be included in
such offering that, in the opinion of the managing underwriter or underwriters
can be sold without having such adverse effect. To facilitate the allocation of
shares in accordance with the above provisions, the Company or the managing
underwriters may round the number of shares allocated to any Holder or other
holder to the nearest 100 shares. If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written
notice to the Company and the managing underwriter or underwriters. Any
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.


                    (c)
Right to Terminate Registration. The Company or the holders of
securities who have caused a registration statement to be filed as contemplated
by this Section 6, as the case may be, shall have the right to have any
registration initiated by it or them under this Section 6 terminated or withdrawn
prior to the effectiveness thereof, whether or not any Holder 


9






has elected to include securities in such
registration; provided, however, that such Holder shall again be
entitled to exercise its demand rights pursuant to this Section 6.


          SECTION
7. Limitations on Subsequent Registration Rights. From and after the
date hereof, the Company shall not enter into any agreement granting any holder
or prospective holder of any securities of the Company registration rights with
respect to such securities that conflict with the rights granted to the Holders
herein, without the consent of Holders of at least a majority of the
Registrable Securities. 


          SECTION
8. Expenses of Registration. Except as provided in Section 5(i), all
Registration Expenses incurred in connection with any registration pursuant to
Sections 5 and 6 shall be borne by the Company. All Selling Expenses relating
to securities registered on behalf of the Holders shall be borne by the Holders
of the registered securities included in such registration pro rata on the basis of the number of
shares so registered, except that the Company will pay the reasonable fees and
expenses (not to exceed $25,000 in the aggregate) of one counsel to the Holders
in connection with the exercise by the Holders of the demand registration
rights pursuant to Section 5.


          SECTION
9. Registration Procedures. In the case of each registration effected by
the Company pursuant to Sections 5 and 6, the Company will keep each Holder
participating in such registration reasonably informed as to the status thereof
and, at its expense, the Company will:


                    (a)
prepare and file with the Commission a registration statement with respect to
such securities in accordance with the applicable provisions of this Agreement;


                    (b)
prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such registration statement and the prospectus
used in connection with such registration statements as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement and as may
be necessary to keep the registration statement continuously effective for the
period set forth in this Agreement;


                    (c)
furnish to the Holders participating in such registration and to their legal
counsel copies of the registration statement proposed to be filed, and provide
such Holders and their legal counsel the reasonable opportunity to review and
comment on such registration statement; 


                    (d)
furnish to the Holders participating in such registration and to the
underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order
to facilitate the public offering of such securities;


                    (e)
use reasonable best efforts to notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the Company’s
knowledge of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be 


10






stated therein or necessary to make the statements
therein not misleading or incomplete in the light of the circumstances then
existing, and, subject to Section 9(j), at the request of any such Holder,
prepare promptly and furnish to such Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchaser of such shares, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or incomplete in the light of the circumstances then existing;


                    (f)
use reasonable best efforts to register and qualify the securities covered by
such registration statement under such other securities or blue sky laws of
such jurisdictions as shall be reasonably requested by the Holders, provided, however, that the Company shall not be required
in connection therewith
or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions;


                    (g)
make available for inspection by any Holder participating in such registration,
any underwriter participating in any disposition pursuant to such registration,
and any attorney or accountant retained by any such Holder or underwriter, all
relevant financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers and directors to
supply all information reasonably requested by any such Holder, underwriter,
attorney or accountant in connection with such registration statement; provided, however, that such Holder or
underwriter shall agree to hold in confidence and trust all information so
provided pursuant to a confidentiality agreement in form and substance
customary under the circumstances (such confidentiality agreement to include a
provision that such Holder or underwriter, as the case may be, shall be
responsible for any unauthorized disclosure by the attorneys or accountants of
such Holder or underwriter unless such Holder did not use commercially
reasonable efforts to cause such underwriter to execute such a confidentiality
agreement); 


                    (h)
in the event that the Registrable Securities are being offered in an underwritten
public offering, enter into any perform its obligations under an underwriting
agreement in accordance with the applicable provisions of this Agreement and
participate and cooperate with the underwriters in connection with any road
show or marketing activities customary for an underwritten public offering; 


                    (i)
use reasonable best efforts to furnish, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters, (i) an opinion, dated as of such date, of the
legal counsel representing the Company (which may be in-house counsel, if
acceptable to the managing underwriters selected for such underwritten
offering) for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and (ii) a letter dated as of such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters;
and


11






                    (j)
notwithstanding any other provision of this Agreement, if the Board of
Directors of the Company has determined in good faith that the disclosure
necessary for continued use of the prospectus and registration statement by the
Holders could be materially detrimental to the Company, the Company shall have
the right not to file or not to cause the effectiveness of any registration
covering any Registrable Securities and to suspend the use of the prospectus
and the registration statement covering any Registrable Security for such
period of time as its use would be materially detrimental to the Company by
delivering written notice of such suspension to all Holders listed on the
Company’s records; provided, however,
that in any 12-month period the Company may exercise the right to such
suspension not more than twice and for not more than an aggregate of 120 days.
From and after the date of a notice of suspension under this Section 9(j), each
Holder agrees not to use the prospectus or registration statement until the
earlier of (1) notice from the Company that such suspension has been lifted or
(2) the day following the 120th day of suspension within any
12-month period.


          SECTION
10. Indemnification.


                    (a)
The Company will, with respect to any Registrable Securities as to which
registration or qualification or compliance under applicable “blue sky” laws
has been effected pursuant to this Agreement, indemnify each Holder, each
Holder’s current and former officers, directors, partners and members, and each
person controlling such Holder within the meaning of Section 15 of the
Securities Act, and each underwriter thereof, if any, and each person who
controls any such underwriter within the meaning of Section 15 of the
Securities Act (collectively, the “Company Indemnified Parties”),
against all expenses, claims, losses, damages and liabilities, joint or
several, (or actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, preliminary prospectus, offering circular
or other document, or any amendment or supplement thereto incident to any such
registration, qualification or compliance or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they
were made, not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act, Exchange Act or state
securities laws applicable to the Company in connection with any such
registration, and the Company will reimburse each of the Company Indemnified
Parties for any reasonable legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, as such expenses are incurred. The indemnity
agreement contained in this section shall not apply to amounts paid in
settlement of any loss, claim, damage, liability or action if such settlement
is effected without the consent of the Company (which consent shall not be
unreasonably withheld or delayed), nor shall the Company be liable to a Holder
in any such case for any such loss, claim, damage, liability or action (1) to
the extent that it arises out of or is based upon a violation or alleged
violation of any state or federal law (including any claim arising out of or
based on any untrue statement or alleged untrue statement or omission or
alleged omission in the registration statement or prospectus) which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by or on behalf of such Holder or
(2) in the case of a sale directly by a Holder of Registrable Securities
(including a sale of such Registrable Securities through any underwriter
retained by such Holder engaging in a distribution solely on behalf of such
Holder), such untrue statement or alleged untrue statement or omission or
alleged omission was corrected in a final or 


12







amended
prospectus, and such Holder failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the Registrable
Securities to the person asserting any such loss, claim, damage or liability in
any case in which such delivery is required by the Securities Act. 


                    (b)
Each Holder will, if Registrable Securities held by such Holder are included in
the securities as to which such registration or qualification or compliance
under applicable “blue sky” laws is being effected, indemnify, severally and
not jointly, the Company, each of its directors, officers, partners and
members, each underwriter, if any, of the Company’s securities covered by such
a registration, each person who controls the Company or such underwriter within
the meaning of Section 15 of the Securities Act, and each other Holder and each
of such Holder’s officers, directors, partners and members and each person
controlling such Holder within the meaning of Section 15 of the Securities Act
(collectively, the “Holder Indemnified Parties”), against all expenses,
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus, preliminary
prospectus, offering circular or other document, or any amendment or supplement
thereto incident to any such registration, qualification or compliance or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading, or any violation by
such Holder of any rule or regulation promulgated under the Securities Act,
Exchange Act or state securities law applicable to such Holder and will
reimburse each of the Holder Indemnified Parties for any reasonable legal or
any other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action, as
such expenses are incurred, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be
specifically for use therein, provided,
however, that in no event shall any indemnity under this
subparagraph 10(b) payable by a Holder exceed the amount by which the net
proceeds actually received by such Holder from the sale of Registrable
Securities included in such registration exceeds the amount of any other
losses, expenses, settlements, damages, claims and liabilities that such Holder
has been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. The indemnity agreement contained in this
section shall not apply to amounts paid in settlement of any loss, claim,
damage, liability or action if such settlement is effected without the consent
of the applicable Holder (which consent shall not be unreasonably withheld or
delayed), nor shall the Holder be liable for any such loss, claim, damage,
liability or action where such untrue statement or alleged untrue statement or
omission or alleged omission was corrected in a final or amended prospectus,
and the Company or the underwriters failed to deliver a copy of the final or
amended prospectus at or prior to the confirmation of the sale of the
Registrable Securities to the person asserting any such loss, claim, damage or
liability in any case in which such delivery is required by the Securities Act 


                    (c)
Each party entitled to indemnification under this Section 10 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the


13






defense of any
such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or litigation, shall be approved by
the Indemnified Party (whose approval shall not unreasonably be withheld or
delayed; it is understood and agreed that Hughes Hubbard & Reed LLP is
reasonably acceptable to the Holders), and the Indemnified Party may participate
in such defense at such party’s expense; provided,
further, however, that an Indemnified Party (together with all other
Indemnified Parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the reasonable fees
and expenses to be paid by the Indemnifying Party, if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to conflicting interests between such Indemnified Party and
any other party represented by such counsel in such proceeding. The failure of
any Indemnified Party to give notice as provided herein shall relieve the
Indemnifying Party of its obligations under this Section 10 if, but only to the
extent that, the failure to give such notice is materially prejudicial or
harmful to an Indemnifying Party’s ability to defend such action. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party (which consent shall not be
unreasonably withheld or delayed), consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation. The indemnity agreements
contained in this Section 10 shall not apply to amounts paid in settlement of
any loss, claim, damage, liability or action if such settlement is effected
without the consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed. 


                    (d)
If the indemnification provided for in this Section 10 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant
to its terms, with respect to any claim, loss, damage, liability or action
referred to therein, then, subject to the limitations contained in Section
10(e), the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such claim, loss, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and the Indemnified Party on the other in connection with
the actions that resulted in such claims, loss, damage, liability or action, as
well as any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact related
to information supplied by the Indemnifying Party or by the Indemnified Party
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 10(d) were based solely upon the number of entities
from whom contribution was requested or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 10(d). In no event shall any Holder’s contribution obligation under
this Section 10(d) exceed the amount of the net proceeds actually received by
such Holder from the sale of Registrable Securities included in such
registration. 


                    (e)
No person guilty of fraudulent misrepresentation (within the meaning of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 


14






          SECTION
11. Information by Holders, Etc. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders and their Affiliates, the
Registrable Securities held by them and the distribution proposed by such
Holder or Holders and their Affiliates as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement. It is understood and
agreed that the obligations of the Company under Section 5 and Section 6 are
conditioned on the timely provisions of the foregoing information by such
Holder or Holders and, without limitation of the foregoing, will be conditioned
on compliance by such Holder or Holders with the following: 


                    (a)
such Holder or Holders will, and will cause their respective Affiliates to,
cooperate with the Company in connection with the preparation of the applicable
registration statement, and for so long as the Company is obligated to keep
such registration statement effective, such Holder or Holders will and will
cause their respective Affiliates to, provide to the Company, in writing and in
a timely manner, for use in such registration statement (and expressly
identified in writing as such), all information regarding themselves and their
respective Affiliates and such other information as may be required by
applicable law to enable the Company to prepare such registration statement and
the related prospectus covering the applicable Registrable Securities owned by
such Holder or Holders and to maintain the currency and effectiveness thereof; 


                    (b)
during such time as such Holder or Holders and their respective Affiliates may
be engaged in a distribution of the Registrable Securities, such Holder or
Holders will, and they will cause their respective Affiliates to, comply with
all laws applicable to such distribution, including Regulation M promulgated
under the Exchange Act, and, to the extent required by such laws, will, and
will cause their respective Affiliates to, among other things: (i) not engage
in any stabilization activity in connection with the securities of the Company
in contravention of such laws; (ii) distribute the Registrable Securities
acquired by it solely in the manner described in the applicable registration statement;
and (iii) if required by applicable law, cause to be furnished to each agent or
broker-dealer to or through whom such Registrable Securities may be offered, or
to the offeree if an offer is made directly by such Holder or Holders or their
respective Affiliates, such copies of the applicable prospectus (as amended and
supplemented to such date) and documents incorporated by reference therein as
may be required by such agent, broker-dealer or offeree, provided, however, that the Company shall
have provided such Holder or Holders with an adequate number of copies thereof;



                    (c)
such Holder or Holders shall, and they shall cause their respective Affiliates
to, permit the Company and its representatives and agents to examine such documents
and records and will supply in a timely manner any information as they may be
reasonably request to provide in connection with the offering or other
distribution of Registrable Securities by such Holder or Holders; and 


                    (d)
on receipt of written notice from the Company of the happening of any of the
events specified in Section 9(j), or that requires the suspension by such
Holder or Holders and their respective Affiliates of the distribution of any of
the Registrable Securities owned by such Holder or Holders, then such Holders
shall, and they shall cause their respective Affiliates to, cease offering or
distributing the Registrable Securities owned by such Holder or Holders


15






until the
offering and distribution of the Registrable Securities owned by such Holder or
Holders may recommence in accordance with the terms hereof and applicable law. 


          SECTION
12. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, the
Company agrees that, for so long as a Holder owns Registrable Securities, the
Company will use its reasonable best efforts to: 


                    (a)
make and keep public information available, as those terms are understood and
defined in Rule 144; 


                    (b)
file with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and 


                    (c)
so long as a Holder owns any Restricted Securities, to furnish to the Holder
forthwith upon written request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, the Securities Act and
the Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as a
Holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing a Holder to sell any such securities without
registration. 


          SECTION
13. Transfer of Registration Rights. The rights to cause the Company to
register securities granted to a Holder under this Agreement may be assigned to
a transferee or assignee in connection with any transfer or assignment of
Registrable Securities by such party; provided,
however, that (a) such transfer may otherwise be effected in accordance
with applicable securities laws, (b) prior written notice of such assignment is
given to the Company, (c) such transferee or assignee is (i) a general or
limited partner or member of such Holder, (ii) a member of a limited liability
company that is a general or limited partner or member of such 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 Registrable
Securities by gift, will or intestate succession, and (d) such transferee or
assignee agrees in writing to be bound by, and subject to, this Agreement as a
Holder pursuant to a written instrument in form and substance reasonably
acceptable to the Company. 


          SECTION
14. Termination of Rights. The rights of any particular Holder to cause
the Company to register securities under Sections 5 and 6 shall terminate with
respect to such Holder upon the date upon which all of such Holder’s shares are
no longer Registrable Securities. 


          SECTION
15. Miscellaneous. 


                    15.1.
Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
will become effective when one or more counterparts have been signed by a party
and delivered to the other parties. Copies of executed counterparts transmitted
by telecopy, telefax or other electronic transmission service shall be
considered original executed counterparts for purposes of this Section 15.1,
provided that receipt of copies of such counterparts is confirmed. 


16






                    15.2.
Governing Law. 


                    (a)
This Agreement and any disputes arising hereunder or controversies related
hereto shall be governed by and construed in accordance with the internal laws,
and not the laws of conflicts, of the State of New York that apply to contracts
made and performed entirely within such state. 


                    (b)
Any action, suit or other proceeding with respect to this Agreement and any
matter arising out of or in connection with this Agreement shall be brought
exclusively in the state courts sitting in the State of Delaware or federal
courts sitting in the State of Delaware. By execution and delivery of this
Agreement, each party hereto hereby accepts for itself and in respect of such
person’s property, generally and unconditionally, the sole and exclusive
jurisdiction of the aforesaid courts and appellate courts thereof. Each party
hereto irrevocably consents to service of process in any action, suit or other
proceeding in any of the aforementioned courts by the mailing of copies thereof
by registered or certified mail, postage prepaid, or by recognized overnight
delivery service, to such party at such party’s address referred to in Section
15.5. Each party hereto hereby irrevocably and unconditionally waives any
objection which such person may now or hereafter have to the laying of venue of
any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement brought in the courts referred to above and hereby further
irrevocably waives and agrees, to the extent permitted by applicable law, not
to plead or claim in any such court that any such action, suit or other
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of any party hereto to serve process in
any other manner permitted by law. Notwithstanding anything in this Section
15.2(b) to the contrary, each party agrees that a final judgment in any such action,
suit or other proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. 


                    (c)
To the extent that any party hereto has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself, or to such person’s
property, each such party hereto hereby irrevocably waives such immunity in
respect of such person’s obligations with respect to this Agreement. 


                    (d)
Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES,
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER
PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES
PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF. 


                    15.3.
Entire Agreement; No Third Party Beneficiary. This Agreement and the
Related Agreements (as defined in the Purchase Agreement) contain the entire
agreement by and among the parties with respect to the subject matter hereof
and all prior negotiations, writings and understandings relating to the subject
matter of this Agreement, including the letter of intent dated October 9, 2007
between the Company and TCV VI and the Confidentiality Letter dated 


17






July 11, 2007
between the Company and TCMI, Inc. are merged in and are superseded and
canceled by, this Agreement and the Related Agreements. Except as provided in
Section 10, this Agreement is not intended to confer upon any person not a
party hereto (or their successors and permitted assigns) any rights or remedies
hereunder. 


                    15.4.
Expenses. Except as provided in Sections 5(i) and 8, all fees, costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, including accounting and legal fees shall be paid by the
party incurring such expenses. 


                    15.5.
Notices. All notices and other communications hereunder will be in
writing and given by certified or registered mail, return receipt requested,
nationally recognized overnight delivery service, such as Federal Express or
facsimile (or like transmission) with confirmation of transmission by the
transmitting equipment or personal delivery against receipt to the party to
whom it is given, in each case, at such party’s address or facsimile number set
forth below or such other address or facsimile number as such party may
hereafter specify by notice to the other parties hereto given in accordance
herewith. Any such notice or other communication shall be deemed to have been
given as of the date so personally delivered or transmitted by facsimile or
like transmission, on the next business day when sent by overnight delivery
services or five days after the date so mailed if by certified or registered
mail. 


	
 

	
 


	
 

	
If to the
 Company, to:


	
 

	
 


	
 

	
TheStreet.com,
 Inc.


	
 

	
14 Wall
 Street, 14th Floor


	
 

	
New York, NY
 10005


	
 

	
Fax No.:
 (212) 321-5013


	
 

	
Attention:
 Chief Executive Officer


	
 

	
 


	
 

	
with a copy to:


	
 

	
 


	
 

	
Hughes
 Hubbard & Reed LLP


	
 

	
One Battery
 Park Plaza


	
 

	
New York, NY
 10004


	
 

	
Fax No.:
 (212) 422-4726


	
 

	
Attention:
 Kenneth A. Lefkowitz


	
 

	
 


	
 

	
If to an
 Investor, to:


	
 

	
 


	
 

	
528 Ramona
 Street


	
 

	
Palo Alto,
 CA 94301


	
 

	
Fax No.:
 (650) 614-8222


	
 

	
Attention:
 Carla S. Newell





18






	
 

	
 


	
 

	
with a copy
 to:


	
 

	
 


	
 

	
Latham &
 Watkins LLP


	
 

	
140 Scott
 Drive


	
 

	
Menlo Park,
 CA 94025


	
 

	
Fax No.:
 (650) 463-2600


	
 

	
Attention:
 Peter Kerman





                    15.6.
Successors and Assigns. This Agreement will be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. Any purported assignment or delegation in violation of this Agreement
shall be null and void ab initio.


                    15.7.
Headings. The Section, Article and other headings contained in this
Agreement are inserted for convenience of reference only and will not affect
the meaning or interpretation of this Agreement. 


                    15.8.
Amendments and Waivers. This Agreement may not be modified or amended
except by an instrument or instruments in writing signed by the Company and the
holders of a majority of the Registrable Securities outstanding at the time of
such amendment. Any party hereto may, only by an instrument in writing, waive
compliance by any other party or parties hereto with any term or provision
hereof on the part of such other party or parties hereto to be performed or
complied with. No failure or delay of any party in exercising any right or
remedy hereunder shall operate as a waiver thereof, nor will any single or
partial exercise of any right or power, or any abandonment or discontinuance of
steps to enforce such right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The waiver by any party
hereto of a breach of any term or provision hereof shall not be construed as a
waiver of any subsequent breach. The rights and remedies of the parties
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have hereunder. 


                    15.9.
Interpretation; Absence of Presumption. 


                    (a)
For the purposes hereof: (i) words in the singular shall be held to include the
plural and vice versa and words of one gender shall be held to include the
other gender as the context requires; (ii) the terms “hereof,” “herein,” and
“herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section and paragraph references are to the Sections and
paragraphs in this Agreement unless otherwise specified; (iii) the word
“including” and words of similar import when used in this Agreement shall mean
“including, without limitation,” unless the context otherwise requires or
unless otherwise specified; and (iv) the word “or” shall not be exclusive. 


                    (b)
With regard to each and every term and condition of this Agreement and any and
all agreements and instruments subject to the terms hereof, the parties hereto
understand and agree that the same have or has been mutually negotiated,
prepared and drafted, and if at any time the parties hereto desire or are
required to interpret or construe any such term or condition 


19






or any
agreement or instrument subject hereto, no consideration will be given to the
issue of which party hereto actually prepared, drafted or requested any term or
condition of this Agreement or any agreement or instrument subject hereto. 


                    15.10.
Severability. Any provision hereof that is held to be invalid, illegal
or unenforceable in any respect by a court of competent jurisdiction, shall be
ineffective only to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof, provided, however,
that the parties will attempt in good faith to reform this Agreement in a
manner consistent with the intent of any such ineffective provision for the
purpose of carrying out such intent. 


                    15.11.
Rights of Holders. Each party to this Agreement shall have the absolute
right to exercise or refrain from exercising any right or rights that such
party may have by reason of this Agreement, including, without limitation, the
right to consent to the waiver or modification of any obligation under this
Agreement, and such party shall not incur any liability to any other party or
other Holder of any securities of the Company as a result of exercising or
refraining from exercising any such right or rights. 


[The next page is the signature page]


20






          IN
WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of
the date first above written. 


	
 

	
 

	
 


	
 

	
THE
 STREET.COM, INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: Thomas
 J. Clarke, Jr.


	
 

	
 

	
Title:  
 Chairman of the Board
            and Chief
 Executive Officer


	
 

	
 

	



	
 

	
 

	
 


	
 

	
TCV VI, L.P.


	
 

	
By:
 Technology Crossover Management VI, L.L.C.


	
 

	
Its:      General
 Partner


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: Robert
 Bensky


	
 

	
 

	
Title:  
 Attorney-in-Fact


	
 

	
 

	
 


	
 

	
TCV MEMBER
 FUND, L.P.


	
 

	
By:
 Technology Crossover Management VI, L.L.C.


	
 

	
Its: General
 Partner


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: Robert
 Bensky


	
 

	
 

	
Title:  
 Attorney-in-Fact










The Street.com, Inc.


INVESTOR RIGHTS AGREEMENT


November 15, 2007