Exhibit 4.4 


AMENDMENT NO. 2 TO RIGHTS AGREEMENT


                    Amendment
No. 2, dated as of November 15, 2007 (this “Amendment”), between
THESTREET.COM, INC., a Delaware corporation (the “Company”), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York banking corporation, as
Rights Agent (the “Rights Agent”).


                    WHEREAS,
the Company and the Rights Agent entered into a Rights Agreement, dated as of
May 14, 1999;


                    WHEREAS,
the Company and the Rights Agent entered into Amendment No. 1 to Rights
Agreement, dated as of August 7, 2000 (as so amended, the “Rights Agreement”);


                    WHEREAS,
there is not as of the date hereof any Acquiring Person (as defined in the
Rights Agreement); and


                    WHEREAS,
the Company desires to further amend the Rights Agreement in accordance with
Section 27 of the Rights Agreement.


                    NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth in
the Rights Agreement and this Amendment, the parties hereby agree as follows:


                    Section
1. Definition
of “Exempt Person.” Section 1(kk) of the Rights Agreement is amended
and restated to read in its entirety as follows:


	
 

	
 


	
 

	
“(kk) “Exempt Person” shall mean: (i) Go2Net, Inc.,
  a Delaware corporation, and Vulcan Ventures, Inc., a Washington corporation,
  and their respective Affiliates and Associates until such time as (x) any one
  of them becomes the Beneficial Owner of any shares of Common Stock other than
  shares of Common Stock issued pursuant to the Securities Purchase Agreement
  or (y) any one of them is in breach of Section 9.11 of the Securities
  Purchase Agreement which breach is not waived by the Company in accordance
  with the requirements of the Securities Purchase Agreement, in each case as
  determined by the Board of Directors of the Company in its sole and absolute
  discretion; and (ii) TCV VI, L.P., a Delaware limited partnership, (“TCV VI”)
  and TCV Member Fund, L.P., a Delaware limited partnership (“TCV Member Fund”),
  and their respective Affiliates and Associates until such time as any one of
  them becomes the Beneficial Owner of any shares of the Company’s capital
  stock (A) other than shares of Series B Preferred Stock or Warrants issued
  pursuant to the TCV Purchase Agreement or shares of Common Stock received
  upon conversion of shares of Series B Preferred Stock or upon exercise of the
  Warrants, or (B) that would result in a breach of Section 4.2(a) of the TCV
  Purchase Agreement.” 





                    Section
2. Definition
of “Series B Preferred Stock” and “TCV Purchase Agreement.” Section
1 of the Rights Agreement is amended to insert after subsection (ll) thereof
the following:






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“(mm) “Series B Preferred Stock” shall mean the
  Company’s Series B Convertible Preferred Stock, par value $0.01 per share.


	
 

	
 


	
 

	
“(nn) “TCV Purchase Agreement” shall mean that
  certain Securities Purchase Agreement dated as of November 15, 2007 among the
  Company, TCV VI, L.P., a Delaware limited partnership, and TCV Member Fund,
  L.P., a Delaware limited partnership.


	
 

	
 


	
 

	
“(oo) “Warrants” shall mean the warrants to purchase
  Common Stock issued pursuant to the TCV Purchase Agreement.”





                    Section
3. Rights
Agreement as Amended. The term “Agreement” as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as amended hereby.
The foregoing amendments shall be effective as of the date hereof and, except
as set forth herein, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.


                    Section
4. Counterparts.
This Amendment may be executed in any number of counterparts, and each of such
counterparts shall for all purposes be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.


                    Section
5. Governing
Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.


                    Section
6. Descriptive
Headings. Descriptive headings of the several Sections of the
Amendment are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.






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                    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.


	
 

	
 

	
 

	
 


	
 

	
THESTREET.COM, INC.


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Name:

	
Thomas J. Clarke, Jr.


	
 

	
 

	
Title:

	
Chairman of the Board


	
 

	
 

	
 

	
and Chief Executive Officer


	
 

	
 

	
 

	
 


	
 

	
AMERICAN STOCK TRANSFER &


	
 

	
 

	
TRUST COMPANY, as Rights Agent


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title: