Exhibit
10.74


AUTOMOTIVE.COM,
INC.


STOCKHOLDERS
AGREEMENT


Dated as of
November 15, 2005















Confidential


TABLE
OF CONTENTS


	
  ARTICLE 1. Definitions

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. Company Management

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Board of Directors

  
	
   

  	
  2.2

  	
  Directors’ Liability and Indemnification

  
	
   

  	
  2.3

  	
  Special Voting Requirements

  
	
   

  	
  2.4

  	
  Officers

  
	
   

  	
  2.5

  	
  Operating Plan

  
	
   

  	
  2.6

  	
  Financial Statements

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. Additional Payments; Dividends; Cash
  Contributions

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Additional Payments

  
	
   

  	
  3.2

  	
  Dividends Payable to Primedia

  
	
   

  	
  3.3

  	
  Cash Contributions

  
	
   

  	
  3.4

  	
  Bank Accounts

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. Stockholder Put/Call Rights

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Primedia Call Right

  
	
   

  	
  4.2

  	
  Minority Stockholders Put Right

  
	
   

  	
  4.3

  	
  Advance Payments

  
	
   

  	
  4.4

  	
  Call Price Notice, Select Call Notice and Advance
  Notices

  
	
   

  	
  4.5

  	
  Company and Primedia Obligations

  
	
   

  	
  4.6

  	
  Optionholder Obligations

  
	
   

  	
  4.7

  	
  Defined Terms

  
	
   

  	
  4.8

  	
  Failure by Primedia to pay Call Price, Select Call
  Price or Put Price

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. Transfer Restrictions

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Restrictions on Transfer by Primedia

  
	
   

  	
  5.2

  	
  Restrictions on Transfer by the Founding
  Stockholders

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. Equity Matters

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7. Miscellaneous Provisions

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Entire Agreement

  
	
   

  	
  7.2

  	
  Governing Law; Jurisdiction

  
	
   

  	
  7.3

  	
  Amendment; Waiver

  
	
   

  	
  7.4

  	
  Notices

  
	
   

  	
  7.5

  	
  Separability

  
	
   

  	
  7.6

  	
  Assignment and Binding Effect

  



 



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  7.7

  	
  No Benefit to Others

  
	
   

  	
  7.8

  	
  Counterparts

  
	
   

  	
  7.9

  	
  Interpretation

  
	
   

  	
  7.10

  	
  No Presumption

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
   

  	
  Schedule A

  	
  Original Stockholders/Optionholders/Residual
  Interest Holders

  
	
   

  	
   

  	
   

  
	
   

  	
  Schedule B

  	
  Amendments to Bylaws

  
				



 



 ii















STOCKHOLDERS
AGREEMENT


This
Stockholders Agreement (“Agreement”), by and among
PRIMEDIA Inc., a Delaware corporation (“Primedia “), Automotive.com, Inc., a Delaware
corporation (the “Company
“), each holder of common stock, par value $0.001 per share, of the Company
(the “Common Stock
“) listed under the heading “Original Stockholder” on  Schedule A  (each an “Original Stockholder,” and collectively,
the “Original
Stockholders “), each holder of options to purchase Common Stock
listed under the heading “Optionholder” on 
Schedule A  (each an “Optionholder ,” and
collectively, the “Optionholders
“) and each Person who, after the date hereof, acquires shares of and joins in
and becomes a party to this Agreement by executing and delivering to the
Company a counterpart signature page to this Agreement is entered into as of
the 15th day of November, 2005.


RECITALS


Whereas,
pursuant to that certain Stock Purchase Agreement, dated of even date herewith,
by and among Primedia, the Company and the Original Stockholders (the “Stock Purchase Agreement
“), Primedia has purchased from the Original Stockholders 10,493,930 shares of
Common Stock (the “Primedia
Closing Shares “);


Whereas,
each Original Stockholder continues to hold the number of shares of Common
Stock set forth next to his or her name on 
Schedule A ;


Whereas,
pursuant to the Contribution Agreement, dated of even date herewith, by and
among Primedia and the Company  (the “Contribution Agreement “), Primedia will
contribute the assets associated with its online automotive operations as set
forth in the Contribution Agreement to the Company in exchange for the issuance
of new shares of Common Stock; and


Whereas,
the parties hereto desire to enter into this Agreement for the purpose of
establishing certain of their rights and obligations with respect to their
equity interests in the Company;


AGREEMENT


Now,
Therefore, in consideration of the mutual covenants and
agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the parties agree as follows:













ARTICLE
1.

DEFINITIONS


1.1         
Definitions.  The following terms used in this Agreement shall have
the following meanings (unless otherwise expressly provided herein):


“Affiliate,” with respect to any
Person, shall mean any other Person directly or indirectly controlling,
controlled by or under common control with, such Person.  For purposes of
this Agreement,  “control” (including with
correlative meanings, the terms  “controlling” , 
“controlled by”  or 
“under common control with” ) as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.


“Board of Directors” shall mean the
Board of Directors of the Company.


“Bylaws” shall mean the Bylaws of the
Company in effect as of the date hereof, as the same may hereafter be amended
from time to time pursuant to and in accordance with this Agreement.


“Capital Call Notice” has the meaning
set forth in Section 3.2(a).


“Certificate of Incorporation” shall
mean the Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware and in effect as of the date
hereof, as the same may hereafter be amended from time to time pursuant to and
in accordance with this Agreement.


“Company Option” shall mean an option
to purchase Common Stock held by an Optionholder.


“Contribution Agreement”
has the meaning set forth in the Recitals to this Agreement.


“Employment Agreement” means the
written employment agreement between an individual and the Company, dated of
even date herewith, as the same may be modified, amended or supplemented by the
parties thereto.


“Entity” shall mean any corporation
(including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust, cooperative,
foundation, society, political party, union, company (including any limited
liability company or joint stock company), firm or other enterprise,
association, organization or entity.


“Founding Stockholders” shall mean
Gary Fudge, Jason Phillips and Joshua Speyer.


“GAAP” shall mean United States
generally accepted accounting principles in effect at the applicable time.


“Legal Requirement” shall mean any
federal, state, foreign, local or municipal law, statute, legislation,
constitution, ordinance, code, edict, rule, regulation, ruling, directive,
pronouncement, or interpretation issued, enacted, adopted, passed, approved,
promulgated, made, implemented or otherwise put into effect by or under the
authority of any governmental body.


“License Agreement” shall mean that
certain License Agreement, dated of even date herewith, between Primedia and
the Company.


“Minority Stockholders”
shall mean the holders of Common Stock, other than Primedia or its Affiliates
or successors, who are or become a party to this Agreement.


“Optionholder” has the meaning set
forth in the Recitals to this Agreement.


“Person” shall mean any individual or
Entity.


“Qualifying Termination”
means a termination of employment of an individual by the Company For Cause (as
defined in the applicable Employment Agreement) or by the employee without Good
Reason (as defined in the applicable Employment Agreement).


“Shared Services Agreement” shall mean
that certain Shared Services Agreement, dated of even date herewith, by and
between the Company and Primedia.


“Shares” shall mean the shares of
Common Stock held by any Stockholder.



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“Stockholder” shall mean Primedia and
each Minority Stockholder.


“Stockholder Representatives” means
those natural Persons appointed by the Original Stockholders as Stockholder
Representatives pursuant to that certain Stockholder Representatives Agreement
by and among the Original Stockholders dated as of November 15, 2005.


“Stock Purchase Agreement” has the
meaning set forth in the Recitals to this Agreement.


“Subsidiary” shall mean, in respect of
any Person, any Entity of which the majority of each class of voting stock or
other voting equity and the majority of each other class of capital stock is
owned by either (a) such Person or (b) another Subsidiary of such Person.


“Supermajority Vote” shall mean the
affirmative vote of a majority of the members of the Board of Directors,
including at least one (1) Primedia Designated Director and at least one (1)
Minority Designated Director.


ARTICLE
2.

COMPANY MANAGEMENT


2.1         
Board of Directors.


(a)           Appointment.  Except as set forth in
Section 4.8, the Board of Directors shall be comprised of seven members: four
members designated by Primedia (the “ Primedia Designated Directors “) and three
members designated by a majority vote of the Stockholder Representatives (the “ Minority Designated Directors
, and together with the Primedia Designated Directors, the “ Designated Directors
“).  The initial Primedia Designated Directors shall be Dean Nelson, Steve
Parr, Scott Wagner and Sheila Spence.  The initial Minority Designated
Directors shall be Joshua Speyer, Jason Phillips and Gary Fudge.


(b)           Compensation Committee.  The Board
of Directors shall promptly designate a Compensation Committee, which shall at
all times consist solely of one Primedia Designated Director and one Minority
Designated Director.


(c)           Audit Committee. The Board of Directors
shall promptly designate an Audit Committee, which shall at all times consist
solely of one Primedia Designated Director and one Minority Designated
Director.


(d)           Contribution Agreement Committee. The
Board of Directors shall promptly designate a Contribution Agreement Committee,
which shall at all times consist solely of three Minority Designated
Directors.  This Contribution Agreement Committee shall be delegated
exclusive and irrevocable authority to control the Company’s enforcement of its
indemnity protections under the Contribution Agreement.


(e)          
Tenure and Qualification.  Each Designated Director shall hold office
until his or her death, disability, resignation in accordance with Section
2.1(f) below or removal in accordance with Section 2.1(g) below.


(f)           
Resignation.  Any Designated Director may resign from the Board of
Directors at any time by giving written notice to the Company. The resignation
of any Designated



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Director shall
take effect upon receipt of such notice by the Company or at such later time as
shall be specified in the notice.


(g)          
Removal.  No Primedia Designated Director may be removed from the Board of
Directors without the written consent of Primedia.  No Minority Designated
Director may be removed from the Board of Directors without the unanimous
written consent of the Stockholder Representatives.


(h)          
Vacancies.  Upon the death, disability, resignation or removal of a
Primedia Designated Director, Primedia shall designate a replacement Primedia
Designated Director to fill the vacancy.  Upon the death, disability,
resignation or removal of a Minority Designated Director, the Stockholder
Representatives, by majority vote, shall designate a replacement Minority
Designated Director to fill the vacancy.  Each of Primedia and the
Stockholder Representatives shall cause their respective Designated Directors
to appoint such replacement Designated Directors to the Board of Directors.


(i)           
Stockholder Cooperation.  Each of the Stockholders shall vote all Shares
held by such Stockholder in favor of the election to the Board of Directors of
the Designated Directors designated by Primedia and the Stockholder
Representatives, and each Stockholder agrees to take all such steps as may be
necessary, including through the exercise of their respective voting power, to
both elect and remove directors and to give effect to the composition of the
Board as contemplated in this Section 2.1.


(j)            Organizational Documents. 
Concurrently with the execution of this Agreement, the Bylaws of the Company
shall be amended to read as set forth in 
Schedule B  attached
hereto.  Neither Primedia nor the Minority Stockholders, in their capacity
as stockholders, shall vote in favor of any further amendment of the
Certificate of Incorporation or Bylaws of the Company unless such amendment is
approved by a Supermajority Vote of the Board of Directors or unless such
amendment is necessary to carry out the intent of Section 4.8.


(k)           Term of Section 2.1.  The rights and
obligations of the parties under this Section 2.1 shall terminate as of the
earlier of (i) the Call Closing Date (or, the Select Call Closing Date, should
it occur) or the Put Closing Date, as applicable, or (ii) December 31, 2010.


2.2         
Directors’ Liability and Indemnification.  The Certificate of
Incorporation and Bylaws shall at all times provide (a) for elimination of
the liability of directors and executive officers of the Company to the maximum
extent permitted by law and (b) for indemnification of directors and
executive officers of the Company for acts taken by such persons on behalf of
the Company to the maximum extent permitted by law.


2.3         
Special Voting Requirements.  In addition to any requirement in the
Company’s Certificate of Incorporation or Bylaws, a Supermajority Vote of the
Board of Directors at a duly called meeting or by written consent in lieu of a
meeting shall be required for the Company to undertake any of the following
actions on or before the earlier of the Call Closing Date (or, the Select Call
Closing Date, should it occur) or the Put Closing Date, as applicable, or
December 31, 2010:


(a)          
any increase or decrease in the number of Designated Directors that Primedia or
the Stockholder Representatives are entitled to designate pursuant to Section
2.1(a) or Section 4.8;


(b)          
the dissolution, winding up or liquidation of the Company;



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(c)          
the filing of a voluntary bankruptcy petition or the filing of a petition or an
answer seeking a reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any Legal Requirement on
behalf of the Company or any Subsidiary holding a majority of the assets of the
Company and its Subsidiaries, taken as a whole;


(d)          
any disposition (whether by sale, exchange, merger, consolidation, license or
otherwise, directly or indirectly) of all or any significant portion of the
assets of the Company or of any Company Subsidiary in a single transaction or
series of related transactions;


(e)          
incurrence by the Company or any Company Subsidiary of any liability, direct or
indirect, actual or contingent, with respect to any indebtedness for borrowed
money, or any mortgage, deed of trust, pledge or other security device securing
any such liability or the refunding, refinancing, increasing, modification,
consolidation or extension of the maturity of any of the foregoing other than
any such obligations as would not be significant to the business of the Company
as a whole;


(f)           
any acquisition by the Company or any Company Subsidiary of any business or
other Person (including any minority interest therein), whether by way of stock
purchase, asset purchase, merger, consolidation or otherwise;


(g)          
any delivery to Stockholders of a Capital Call Notice;


(h)          
entering into, amending, extending, renewing or waiving any Company rights
under any agreement between the Company and Primedia; and


(i)           
any termination without Cause (as defined in the applicable Employment
Agreement) of the Chief Executive Officer or Chief Operating Officer.


2.4         
Officers.  The Company shall have a Chief Executive Officer, President
and Chief Operating Officer (the  “ Senior
Executive Officers “ ) and such other executive officers
as the Board of Directors shall determine.  Initially, the Chief Executive
Officer and President shall be Joshua Speyer and the Chief Operating Officer
shall be Jason Phillips, each of whom shall serve in such capacity through the
earlier of the Call Closing Date (or, the Select Call Closing Date, should it
occur) or the Put Closing Date, as applicable, or December 31, 2010, unless his
employment is earlier terminated pursuant to the terms of his Employment
Agreement.  In the absence of any contrary determination by the Board of
Directors, the Senior Executive Officers shall have general supervision,
direction and control of the officers, employees, business and affairs of the
Company.


2.5         
Operating Plan.


(a)          
The Senior Executive Officers, in consultation with the Board of Directors,
shall prepare an operating plan (each, an “ Operating Plan “) for each of calendar years
2006, 2007, 2008 and 2009, which for years 2007, 2008 and 2009 shall be
prepared prior to the commencement of the calendar year to which it
applies.  Among other things, the Operating Plans may designate staffing
levels and limitations on capital expenditures, research and development
expenses, marketing expenses, travel and entertainment expenses and other
budgetary items.


(b)          
The Company shall be operated for calendar years 2006, 2007, 2008 and 2009 in
accordance with the Operating Plan for that year;  provided, however ,
that (i) interim changes to the Operating Plan may be made upon the approval of
both the Senior Executive Officers and the Board of Directors and (ii) the
following actions by the Company may not be taken or included in an Operating
Plan without the approval of the Board of Directors:



 5
 









(i)           
Incurrence by the Company or any Company Subsidiary of any material liability,
direct or indirect, actual or contingent, with respect to any indebtedness for
borrowed money, or any mortgage, deed of trust, pledge or other security device
securing any such liability or the refunding, refinancing, increasing,
modification, consolidation or extension of the maturity of any such liability.


(ii)           any
material change by the Company in its operating structure or business purpose;
or


(iii)          operating
the Company at a cash flow deficit for a period in excess of 30 days.


(c)          
Any new hires or changes in compensation in any period that are in conflict
with the headcount and compensation parameters outlined in the Operating Plan
for such period shall be approved in advance by the Compensation Committee.


(d)          
The Senior Executive Officers shall provide written notice to, and seek
pre-approval from, the Board of Directors (or any Primedia Designated Director
as determined by the Board of Directors) for any new contract, contract
extension or renewal requiring the expenditure of greater than $500,000 in any
12-month period and for any real estate lease.  The Board of Directors (or
any Primedia Designated Director as determined by the Board of Directors) shall
have seven calendar days after its receipt of such written notice to respond to
any such request.  If the Board of Directors (or any Primedia Designated
Director as determined by the Board of Directors) does not object to the
applicable contract, renewal, extension or lease within such seven calendar day
period, the Senior Executive Officers shall have authority to enter into such
contract, renewal, extension or lease.


(e)          
The Company will be operated in a manner which is consistent with Primedia’s
(i) codes of conduct and business ethics, as amended from time to time, (ii)
requirements for financial reporting, including, without limitation, applicable
regulations for purposes of consolidating the Company’s financial statements
and participating in Primedia’s corporate audit conducted by Primedia’s
auditors and (iii) obligations under the Sarbanes-Oxley Act of 2002, as amended
(“ SOX “),
including maintaining necessary internal controls for the Company to comply
with SOX (the “ Internal
Controls “); provided that if participating in the Primedia
audit and maintaining such Internal Controls results in additional costs to the
Company, such costs shall be excluded from the calculation of EBITDA hereunder.


2.6         
Financial Statements.


(a)          
The Company’s monthly, quarterly and annual financial statements shall be
prepared under the direction and management of the Company’s Chief Financial
Officer, with oversight from the Company’s Audit Committee, provided that,
subject to the provisions of Section 2.5(e) above, such financial statements
shall be prepared in accordance with Primedia’s requirements for financial
reporting, including, without limitation, applicable regulations for purposes
of consolidating the Company’s financial statements and obligations under
SOX.  The Company’s Chief Financial Officer shall be required to certify
the accuracy of the Company’s financial statements for each quarterly period
beginning with the quarter ended December 31, 2005 and ending with the
quarterly period ended December 31, 2008 or, if the Put/Call Extension Notice
is given, December 31, 2009.


(b)          
The Company shall ensure that its annual consolidated financial statements for
calendar years 2005, 2006, 2007, 2008 and, if the Put/Call Extension Notice is
delivered, 2009 are audited by a reputable independent auditing firm, which
firm shall issue a report containing its unqualified opinion that the financial
statements have been prepared in accordance with GAAP,



 6
 









consistently
applied.  The Company shall use its best efforts to cause such independent
auditor to complete the audit and issue its opinion with respect to each such
calendar year within 75 calendar days of the end of such calendar year and in
no event later than 120 calendar days after the end of such calendar
year.  In addition to the foregoing, the Company shall participate in
Primedia’s corporate audit as requested by Primedia; provided that if
participating in the Primedia corporate audit results in additional costs to
the Company, such costs shall be excluded from the calculation of EBITDA
hereunder.


ARTICLE
3.


ADDITIONAL
PAYMENTS; DIVIDENDS; CASH CONTRIBUTIONS


3.1         
Additional Payments.


(a)          
The Company agrees to, and Primedia, the Stockholder Representatives and each
of the Stockholders agree to use their best efforts to cause the Company to,
distribute to the Company stockholders in the form of dividends all Remaining
Free Cash Flow (as defined below), of the Company generated in the following
periods: from the date hereof through December 31, 2005; calendar year 2006;
calendar year 2007; calendar year 2008; and, if the Put/Call Extension Notice
is delivered, calendar year 2009.  These dividends shall be paid quarterly
to all holders of record of the Common Stock at the end of the applicable
calendar quarter on a pro rata basis in accordance with their percentage
ownership of the Common Stock at the end of such calendar quarter.  The
dividend payment date for each such quarter shall be between 30 and 45 calendar
days after the end of such quarter, provided that the payment date for the
dividend for the last quarter of a calendar year shall be between 30 and 45
calendar days after the date on which the Company’s independent auditor shall
have issued its report containing its opinion as to the consolidated audited
financial statements of the Company for the prior calendar year;  provided,
however,  that, in the event
that the Company’s independent auditor fails to issue its report within 90
calendar days following the applicable calendar year end, the dividend payment
date shall be the 95 th  calendar day following such calendar year
end.  Within 45 calendar days of the Call Trigger Date, all dividends
accrued hereunder and not paid to the applicable holders of record of Common
Stock shall be paid to those holders of record of Common Stock.


(b)          
For purposes of this Section 3.1, “Remaining Free Cash Flow” shall mean the cash
on hand at the close of each quarter, excluding all cash held by the Company
which has been specifically funded in respect of the 2005 Employee Bonus or the
Recognition Payments (as each of those terms is defined in the Stock Purchase
Agreement) less (i) outstanding checks, (ii) one month’s average cash expenses
and (iii) for the quarter prior to the payment of accrued bonuses (other than
the 2005 Employee Bonus and the Recognition Payments), the amount of any such
accrued bonuses.


3.2         
Dividends Payable to Primedia.  During such time, if any, that
Primedia is in breach of any of its payment obligations under Section 4.1, 4.2
or 4.3 of this Agreement or Section 2.02 of the Stock Purchase Agreement
(collectively, the “
Primedia Payment Obligations “), any distributions or dividends
in respect of the Common Stock held by Primedia shall be remitted to the
Minority Stockholders to reduce the amount of the Primedia Payment Obligations. 
In furtherance of the foregoing, solely in the event, and only during such
time, that Primedia is in breach of any of the Primedia Payment Obligations,
Primedia hereby assigns to the Minority Stockholders its rights to receive any
such distributions or dividends in respect of the Common Stock held by
Primedia.


3.3         
Cash Contributions.


(a)          
If the Board of Directors delivers to Stockholders a notice requesting the
contribution by Stockholders of a specified amount of cash to fund the Company’s
operations (a “ Capital
Call Notice “), the Company and the Founding Stockholders shall
contribute, on a pro rata basis based on



 7
 









their ownership of Common
Stock, such amount of cash.  If Primedia contributes cash (the “Initial Primedia Contributed Amount
“) and the Founding Stockholders do not contribute their pro rata share on
behalf of themselves, then Primedia shall have the right to contribute
additional funds in an amount equal to what the Founding Stockholders should
have contributed on their behalf (the “ Additional Primedia Contributed Amount “,
and together with the Initial Primedia Contributed Amount, the “ Primedia Contributed Amount
“).  If the Founding Stockholders contribute cash on behalf of themselves
(the “ Initial Founders
Contributed Amount “) and Primedia does not contribute their pro
rata share, then the Founding Stockholders shall have the right to contribute
additional funds in an amount equal to what Primedia should have contributed
(the “ Additional
Founders Contributed Amount , and together with the Initial
Founders Contributed Amount, the “ Founders Contributed Amount “).  For
purposes of this Section 3.3, the aggregate of the Primedia Contributed Amount
and the Founders Contributed Amount shall be referred to herein as the “ Contributions .”


(b)          
All Contributions shall be deemed to be loans made to the Company by the
applicable party.  Contributions (including accrued interest) shall be
repaid by the Company prior to the distribution by the Company of any dividends
pursuant to Section 3.1.  The Initial Primedia Contributed Amount and the
Initial Founders Contributed Amount shall accrue interest at a rate of 6% until
repayment.  The Additional Primedia Contributed Amount and the Additional
Founders Contributed Amount shall bear interest at a rate of 12% until
repayment.  Any Contributions that remain outstanding at the time of the
Call Notice, Select Call Notice or Put Notice shall be deducted or added to the
Call Price, Select Call Price of Put Price, as applicable.


3.4         
Bank Accounts.  With respect to bank accounts for the Company and
banking activity, the parties agree as follows:


(a)          
Effective immediately after the Closing and during the term of this Agreement,
an employee of Primedia (who shall be a Primedia Designated Director) who is
familiar with the operations of the Company shall co-authorize all checks and
wires issued in excess of $250,000, except checks and wires relating to the
Recognition Payments do not require such co-authorization.


(b)          
Effective immediately after the Closing and during the term of this Agreement,
the Company will provide Primedia with monthly bank statements and
reconciliations.


(c)          
Within three (3) months following the Closing, the Company will move all of
their bank accounts to Bank of America under Primedia’s corporate platform and
will provide Primedia with the ability to monitor all banking activity online;
provided that no funds of the Company and Primedia shall be commingled.


ARTICLE
4.


STOCKHOLDER
PUT/CALL RIGHTS


For ease of use,
the meanings of defined terms used in this Article 4 are set forth in Section
4.7 below.


4.1         
Primedia Call Right.


(a)          
Primedia shall, within 30 calendar days of the 2008 Audit Date and, if the
Put/Call Extension Notice is provided, the 2009 Audit Date, deliver to the
Stockholder Representatives a statement setting forth in reasonable detail the
calculation of the Company’s EBITDA for calendar year 2008 or 2009, as
applicable, and the Call Price (each, a “Call Price Notice” ).



 8
 









(b)          
Subject to Section 4.1(c), Primedia shall have the right to purchase all, but
not less than all, outstanding Shares held by the Minority Stockholders set
forth on  Schedule A  attached hereto (which shall at no time be
less than 19.9% of the outstanding Shares of the Company) for an aggregate
amount of cash equal to the Call Price (the “ Call Right “), by providing written
notice to the Stockholder Representatives at any time during the 30 calendar
day period commencing on the 30th calendar day immediately following the Call
Trigger Date (the “ Call
Period “) stating that the Call Right is thereby being exercised
(the “ Call Notice
“). The Call Notice must specify a date for the closing of the purchase of the
Common Stock held by the Minority Stockholders (the “ Call Closing Date “)
that is no less than 30 calendar days and no more than 45 calendar days after
the date of the Call Notice.  On the Call Closing Date, Primedia shall
deliver the Call Price to the Stockholder Representatives who shall, in turn,
be solely responsible for calculating the Call Per Share Price and distributing
the Call Price to the appropriate Minority Stockholders and Residual Interest
Holders.  Primedia’s sole payment obligation hereunder shall be to deliver
the Call Price to the Stockholder Representatives, and Primedia shall have no
liability to any Minority Stockholders and/or Residual Interest Holders with
respect to distribution of the Call Price.


(c)          
Notwithstanding Section 4.1(b), in the event Joshua Speyer’s employment with
the Company is terminated by a Qualifying Termination on a date prior to
December 31, 2008 (the “
Speyer Termination Date “), Primedia shall have the right to
purchase all, but not less than all, of the Shares held by the Minority
Stockholders for an aggregate amount of cash equal to the Select Call Price
(the “ Select Call Right
“), by providing written notice to the Stockholder Representatives at any time
during the 45 calendar day period commencing on the Speyer Termination Date
(the “ Select Call
Period “) stating that the Call Right is thereby being exercised
(the “ Select Call
Notice “).  The Select Call Notice must specify a date for
the closing of the purchase of the Common Stock held by the Minority Stockholders
(the “ Select Call
Closing Date “) that is no less than 30 calendar days and no
more than 45 calendar days after the date of the Select Call Notice.  The
Select Call Notice shall set forth in reasonable detail the calculation of the
Company’s EBITDA for the calendar year ended immediately prior to the date of
the Select Call Notice, the Select Call Price and the Select Call Closing
Date.  On the Select Call Closing Date, Primedia shall deliver the Select
Call Price to the Stockholder Representatives who shall, in turn, be
responsible for calculating the Select Call Per Share Price and distributing
the Select Call Price to the appropriate Minority Stockholders and Residual
Interest Holders.  Primedia’s sole payment obligation hereunder shall be
to deliver the Select Call Price to the Stockholder Representatives, and
Primedia shall have no liability to any Minority Stockholders and/or Residual
Interest Holders with respect to distribution of the Select Call Price. 
For purposes of the calculations under this Section 4.1(c), EBITDA for calendar
year 2005 shall be deemed to be $10,500,000.


4.2         
Minority Stockholders Put Right.


(a)          
If Primedia does not exercise its Call Right within the Call Period, the
Stockholder Representatives shall have the right to require Primedia to
purchase all, but not less than all, Shares held by Minority Stockholders for
an aggregate amount of cash equal to the Put Price (the “ Put Right “), by
providing written notice to Primedia at any time during the 20 calendar day
period after the end of the Call Period (the “ Put Period “) stating that the Put
Right is thereby being exercised (the “ Put Notice “).  The Put Notice must
specify a date for the closing of the purchase of the Common Stock held by the
Minority Stockholders (the “ Put Closing Date “) that is no less than 30 calendar
days and no more than 45 calendar days after the date of the Put Notice. 
On the Put Closing Date, Primedia shall deliver the Put Price to the
Stockholder Representatives who shall, in turn, be responsible for calculating
the Put Per Share Price and distributing the Put Price to the appropriate
Minority Stockholders and Residual Interest Holders.  Primedia’s sole
payment obligation hereunder shall be to deliver the Put Price to the Stockholder
Representatives, and Primedia shall have no liability to any Minority
Stockholders and/or Residual Interest Holders with respect to distribution of
the Put Price.



 9















4.3         
Advance Payments.


(a)          
Within 30 calendar days after the 2006 Audit Date, Primedia shall provide the
Stockholder Representatives with a notice setting forth in reasonable detail
the calculation of the Company’s EBITDA for calendar year 2006 (the “ 2006 Advance Notice “).
If the Company’s EBITDA for calendar year 2006 equals or exceeds $18,000,000,
Primedia shall pay to the Stockholder Representatives, for the benefit of the
holders of Qualified Shares, an amount equal to $15,000,000 (the “ 2006 Advance “)
within 30 calendar days of the date of the 2006 Advance Notice; provided that
if the EBITDA for the calendar year 2006 does not equal or exceed $18,000,000
solely as a result of expenses incurred by the Company as a result of utilizing
the services under the Plus 3 Agreement (as defined in the Shared Services
Agreement) rather than comparable alternative services (the “ Excess Plus 3 Costs “),
then such Excess Plus 3 Costs for the calendar year 2006 shall be added back to
EBITDA for purposes of determining whether the Company’s EBITDA for calendar
year 2006 equals or exceeds $18,000,000 hereunder.  The 2006 Advance shall
be distributed by the Stockholder Representatives to holders of Qualified
Shares that held such shares on December 31, 2006, on a pro rata basis based on
the number of Qualified Shares held by such holders as of such date. 
Primedia’s sole payment obligation hereunder shall be to deliver the 2006
Advance to the Stockholder Representatives, and Primedia shall have no liability
to any holders of Qualified Shares with respect to distribution of the 2006
Advance.


(b)          
Within 30 calendar days after the 2007 Audit Date, Primedia shall provide the
Stockholder Representatives with a notice setting forth in reasonable detail
the calculation of the Company’s EBITDA for calendar year 2007 (the “ 2007 Advance Notice “
and, together with the 2006 Advance Notice, the “ Advance Notices “). If the Company’s
EBITDA for calendar year 2007 equals or exceeds $26,000,000, Primedia shall pay
to the Stockholder Representatives, for the benefit of the holders of Qualified
Shares, an amount equal to $20,000,000 (the “ 2007 Advance “ and, together with the
2006 Advance, the “
Advances “) within 30 calendar days of the date of the 2007
Advance Notice; provided that if the EBITDA for the calendar year 2007 does not
equal or exceed $26,000,000 solely as a result of Excess Plus 3 Costs, then
such Excess Plus 3 Costs for the calendar year 2007 shall be added back to
EBITDA for purposes of determining whether the Company’s EBITDA for calendar
year 2007 equals or exceeds $26,000,000 hereunder.  The 2007 Advance shall
be distributed by the Stockholder Representatives to holders of Qualified
Shares that held such shares on December 31, 2007, on a pro rata basis based on
the number of Qualified Shares held by such holders as of such date. 
Primedia’s sole payment obligation hereunder shall be to deliver the 2007
Advance to the Stockholder Representatives, and Primedia shall have no
liability to any holders of Qualified Shares with respect to distribution of
the 2007 Advance.


(c)          
In the event that Primedia does not timely pay all or any portion of an Advance
pursuant to this Section 4.3, Primedia shall be obligated to pay interest on
the unpaid amount of the Advance at a rate of 12% per annum from the date the
Advance is due until it is fully paid (“Advance Payment Interest”).


4.4         
Call Price Notice, Select Call Notice and Advance Notices.


(a)          
The Stockholder Representatives shall have 30 calendar days from their receipt
of a Call Price Notice, Select Call Notice or Advance Notice to notify Primedia
of any objections to any item or items on such notice. Any such notice (a “ Notice of Disagreement
“) shall be in writing and shall specify in reasonable detail the item or items
in dispute (a “ Disputed
Item “ or “
Disputed Items “ )
and the reasons for any such dispute.  Any Disputed Item shall be resolved
in the manner set forth in Section 4.4(b).  The Company shall provide
reasonable access to and otherwise make available to the Stockholder
Representatives, their financial, legal or other advisors, consultants, agents
and other representatives and their independent accountants, the personnel and
all books and records of the



 10
 









Company, including work
papers, schedules and calculations that that were used or otherwise applicable
to a determination of the items set forth in the Call Price Notice, Select Call
Notice or Advance Notice, any of the auditor’s records, work papers and other
documents related to the calculation of the EBITDA referred to therein, or any
other documents that may be reasonably requested by the Stockholder
Representatives to determine whether the obligations under this Article 4 have
been complied with.


(b)          
Promptly after the delivery of a Notice of Disagreement, Primedia and the
Stockholder Representatives, together with representatives from their
respective principal accounting firms (Conrad and Associates LLP (“ Conrad “) on behalf
of the Minority Stockholders and Deloitte & Touche (“ D&T “) on behalf
of Primedia), shall endeavor in good faith to resolve all Disputed Items. 
If Primedia and the Stockholder Representatives, together with such
representatives, are unable to resolve all Disputed Items within thirty (30)
days after receipt by Primedia of the Notice of Disagreement, then D&T and
Conrad shall together, within ten (10) business days thereafter, appoint a
representative of an independent, internationally-recognized accounting firm
(other than D&T) to arbitrate the dispute (the “ Arbitrator “). 
Within twenty (20) days after the selection of the Arbitrator, the Stockholder
Representatives and Primedia shall present to the Arbitrator their respective
positions with respect to any and all unresolved Disputed Items, including such
materials as the Arbitrator may request.  The Arbitrator shall, after the
submission of the evidentiary materials, submit its written decision on each
Disputed Item to the Stockholder Representatives and Primedia. Any determination
by the Arbitrator with respect to any Disputed Item shall be final, binding and
conclusive on each party to this Agreement.  Except as otherwise
specifically agreed to by the parties in writing, the arbitration shall be
conducted in New York, New York, and the Arbitrator shall conduct the
arbitration in accordance with the arbitration rules of the American
Arbitration Associa­tion (the “ AAA “) as in effect for commercial arbitrations
conducted in the borough of Manhattan by the AAA.  The Minority Stockholders,
collectively, and Primedia shall each bear 50 percent of the Arbitrator’s fees
and expenses


(c)          
If (i) the Stockholder Representatives do not deliver a Notice of Disagreement
to Primedia within 30 calendar days of the Stockholder Representatives’ receipt
of the Call Price Notice, Select Call Notice or Advance Notice or (ii) the
Stockholder Representatives acknowledge in writing that the Call Price Notice,
Select Call Notice or Advance Notice is accurate or (iii) Primedia and the
Stockholder Representatives and, if necessary, the Arbitrator resolve all
Disputed Items in accordance with Section 4.4(b), then the Call Price Notice,
Select Call Notice or Advance Notice, as applicable, shall be final, binding
and conclu­sive on the parties.


(d)          
In the event of a Notice of Disagreement, the closing of any transaction
pursuant to the exercise of the Call Right, Select Call Right or Put Right or
the payment of an Advance pursuant to an Advance Notice shall occur within 10
calendar days after the respective Call Price Notice, Select Call Notice or
Advance Notice is determined to be final pursuant to Section 4.4(c).


4.5         
Company and Primedia Obligations.


(a)          
From the date hereof through December 31, 2008 or, if the Put/Call
Extension Notice is delivered, December 31, 2009, (i) none of the Founding
Stockholders, the Company, Primedia or any Primedia Affiliate shall take any
action that would have the effect of shifting revenues or expenses of the
Company into or out of any calendar year from periods in which such revenues or
expenses would otherwise be recognized consistent with the Company’s historical
accounting practices; (ii) the Company shall be operated in a good faith manner
and none of the Company, Primedia or any Primedia Affiliate shall take any
action aimed at decreasing EBITDA for any calendar year; (iii) none of Primedia
or any Primedia Affiliate shall take any action inconsistent with the
methodology for allocating revenue or expenses set forth in the Shared Services
Agreement, without the consent of the Senior Executive Officers, (iv) none of
Primedia or any Primedia Affiliate shall engage in any transactions with



 11
 









the Company, other than
on prevailing market terms; (v) neither Primedia nor any Primedia Affiliate shall
engage in the business of online automotive lead generation, provided that
nothing herein shall restrict Primedia or any Primedia Affiliate from operating
its consumer auto guides business, its Ward’s automotive business or from
running automotive-related advertising on Primedia’s other websites consistent
with current practice and (vi) notwithstanding the Senior Executives’ rights to
effect employee terminations, the Senior Executives shall not terminate any
employees for the sole purpose of increasing EBITDA if such employee’s function
is still required to run the business.


(b)          
If the Company shall receive any indemnity payments from Primedia (or its
Affiliates or successors) pursuant to the Contribution Agreement, 50% of such
indemnity payments shall promptly be distributed to the Minority Stockholders
on a pro rata basis in accordance with their percentage ownership of the Common
Stock as of the date of such indemnity payments to the Company.


4.6         
Optionholder Obligations.


Prior to the
Select Call Closing Date, the Call Closing Date or the Put Closing Date, as
applicable, all Optionholders shall exercise in full all of their remaining
Company Options.  Failure by an Optionholder to exercise any Company
Option prior to any such closing date shall result in the forfeiture of such
Company Option.  Upon the forfeiture of a Company Option, the Stockholder
Representatives shall take into account the corresponding reduction in the
number of Qualified Shares when calculating the Select Call Per Share Price,
the Call Per Share Price and the Put Per Share Price.


4.7         
Defined Terms.  The following terms used in this Article 4 shall have
the following meanings (unless otherwise expressly provided herein):


“Baseline EBITDA”
shall mean $12,000,000.


“Call Price” shall
equal the greater of (i) an amount determined by (A) multiplying the positive
difference obtained by subtracting the Baseline EBITDA from the Company’s
EBITDA for calendar year 2008 or, if the Put/Call Extension Notice is delivered,
the Company’s EBITDA for calendar year 2009, by either (1) 4.0, if the Company’s
EBITDA for such calendar year is equal to or less than $82,000,000, or (2) 4.5,
if the Company’s EBITDA for such calendar year is greater than $82,000,000, (B)
then subtracting the Deductible Advance Amount, if any, from the amount
determined in clause (i)(A), (C) then adding the Advance Payment Interest, if
any, to the amount determined in clause (i)(B), and (D) then adding 50% of the
amount of the cash balance in the Company after the payment of dividends for
the quarter ended December 31, 2008 or 2009, as applicable, and (ii) the amount
determined by (A) multiplying the Company’s EBITDA for such calendar year by
50.0%, (B) then subtracting the Deductible Advance Amount from the amount
determined in clause (ii)(A), (C) then adding the Advance Payment Interest, if
any, to the amount determined in clause (ii)(B), and (D) then adding 50% of the
amount of the cash balance in the Company after the payment of dividends for
the quarter ended December 31, 2008 or 2009, as applicable.


“Call Trigger Date”
shall be the 2008 Audit Date; provided,
however, that, the Stockholder Representatives shall be permitted,
by unanimous approval of the Stockholder Representatives, to change the Call
Trigger Date to the 2009 Audit Date by providing the Put/Call Extension Notice
to Primedia within 20 calendar days of their receipt of the Call Price Notice.


“Call Per Share Price”
shall be determined by dividing (i) the Call Price, by (ii) the number of
Qualified Shares as of the Call Closing Date.



 12
 









“Deductible Advance Amount” equals the
aggregate amount of any Advances actually paid to holders of Qualified Shares,
including the amount of any Advance paid pursuant to dividend remittances in
accordance with Section 3.2.


“EBITDA” means, for
any calendar year, aggregate net revenues less all operating expenses (other
than Excess Allocated Costs and that portion of severance costs accrued through
June 30, 2006 related to the termination of any employee of the Company that
was an employee of Primedia or any Primedia Affiliate prior to the Closing Date
(as defined in the Stock Purchase Agreement)), incurred in such calendar year,
but before any provision for (i) interest income or expense, (ii) federal,
state, local or other taxes on income or for federal, state or local income tax
benefits or (iii) depreciation or amortization, including amortization of
intangible assets.  For purposes of determining EBITDA hereunder, (i)
gains and losses from sales of assets not in the ordinary course of business
shall be excluded, (ii) expenses will include bonus expense equal to the
greater of (A) 5% of pre-bonus EBITDA or (B) the actual bonus expense
attributable to the period as determined in accordance with GAAP, (iii) any
excess costs relating to Primedia’s audit and Internal Controls specifically
referred to in Sections 2.5(e) and 2.6(b) shall be excluded, and (iv) the
accounting methodology for capitalizing certain costs shall be consistent with
the accounting methodology used by the Company for its audited financial
statements for the year ended December 31, 2004 (provided that such methodology
is in accordance with GAAP).  Except as otherwise specifically set forth
in this paragraph, revenue and expenses shall be determined in accordance with
GAAP.


“Excess Allocated Costs”
mean any costs payable to Primedia, any Primedia Affiliate or any Primedia
employee other than any such costs (a) expressly provided for in the Shared
Services Agreement, (b) expressly set forth in the applicable Operating Plan,
or (c) otherwise approved in writing by the Company’s Chief Executive Officer.


“Put/Call Extension Notice”
shall mean the notice from the Stockholder Representatives to Primedia
regarding an extension of the Call Trigger Date to the 2009 Audit Date.


“Put Per Share Price”
shall be equal to the Call Per Share Price.


“Put Price” shall be
equal to the Call Price.


“Qualified Shares”
means (i) all shares of Common Stock held by Minority Stockholders, (ii) all
shares of Common Stock underlying Company Options held by Optionholders and
(iii) all Residual Shares held by Residual Interest Holders.


“Residual Interest Holder”
refers to those Persons or entities set forth on Schedule A below the
heading “Residual Interest Holder.”  For purposes of determining the Call
Per Share Price and the Select Call Per Share Price, Residual Interest Holders
are deemed to own that number of shares of Common Stock set forth opposite
their name on Schedule A .


“Residual Shares”
means all shares of Common Stock that Residual Interest Holders are deemed to
hold for purposes of determining the Call Per Share Price and the Select Call
Per Share Price.


“Select Call Price”
shall equal the greater of (i) an amount determined by (A) multiplying the
positive difference obtained by subtracting the Baseline EBITDA from the
Company’s EBITDA for the most recently completed calendar year by 4.0, (B) then
subtracting the Deductible Advance Amount, if any, from the amount determined
in clause (i)(A), (C) then adding the Advance Payment Interest, if any, to the
amount determined in clause (i)(B), and (D) then adding 50% of the amount of
the amount of cash balance in the Company after the payment of dividends for
the most



 13
 









recently completed
calendar quarter, and (ii) the amount determined by (A) multiplying the Company’s
EBITDA for such completed calendar year by 50.0%, (B) then subtracting the
Deductible Advance Amount from the amount determined in clause (ii)(A), (C)
then adding the Advance Payment Interest, if any, to the amount determined in
clause (ii)(B) and (D) then adding 50% of the amount of the amount of cash
balance in the Company after the payment of dividends for the most recently
completed calendar quarter.


“Select Call Per Share Price”
shall be determined by dividing the Select Call Price by the total number of
Qualified Shares as of the Select Call Closing Date.


“2006 Audit Date”
shall be the date on which the Company’s independent auditor shall have issued
its report containing its unqualified opinion that the financial statements of
the Company for calendar year 2006 have been prepared in accordance with GAAP,
consistently applied.


“2007 Audit Date”
shall be the date on which the Company’s independent auditor shall have issued
its report containing its unqualified opinion that the financial statements of
the Company for calendar year 2007 have been prepared in accordance with GAAP,
consistently applied.


“2008 Audit Date”
shall be the date on which the Company’s independent auditor shall have issued
its report containing its unqualified opinion that the financial statements of
the Company for calendar year 2008 have been prepared in accordance with GAAP,
consistently applied.


“2009 Audit Date”
shall be the date on which the Company’s independent auditor shall have issued
its report containing its unqualified opinion that the financial statements of
the Company for calendar year 2009 have been prepared in accordance with GAAP,
consistently applied.


4.8         
Failure by Primedia to pay Call Price, Select Call Price or Put Price. 
In addition to the rights of the Minority Stockholders set forth in Sections
3.2 and 4.3(c), as well as any other remedies available to the Minority
Stockholders as a result of Primedia’s breach of this Agreement, if Primedia
fails to make any payments in accordance with its obligations set forth in
Sections 4.1 or 4.2 under this Agreement (the
“ Call/Put Payment Obligation “
) within 30 days after any such payments are due (the “ Default Date “
), then the Minority Stockholders shall have the following additional rights:


(a)          
Upon the written consent of the Stockholder Representatives, the Board of
Directors shall be expanded to nine (9) members, to consist of five (5)
Minority Designated Directors and four (4) Primedia Designated Directors;


(b)          
Primedia shall assign to the Minority Stockholders (on a pro rata basis in
accordance with their percentage ownership of the Common Stock as of the
Default Date) that number of Primedia’s shares of Common Stock in the Company
that would result in the Minority Stockholders obtaining 50.1% of the
outstanding shares of Common Stock of the Company (the “ Primedia
Transferred Shares “ );


(c)          
At anytime from the Default Date through 18 months after the Default Date (the “ Default Sale
Period “ ) the Minority Stockholders shall have a right
to sell all of their Shares (including the Primedia Transferred Shares) to a
third party (the “
Prospective Purchaser “).  If the Minority Stockholders
elect to sell their Shares pursuant to this Section 4.8(c), they shall deliver
a notice (the “ Drag
Along Notice “) of such sale to Primedia setting forth the terms
of such sale, which terms shall apply equally (on a per share basis) to both
the Minority Stockholders and Primedia.  Delivery of the Drag Along Notice
by the Minority Stockholder shall obligate Primedia to sell all of its
remaining Shares (the “
Primedia Remaining Shares “) to the Prospective Purchaser on the
same terms as set forth in the



 14
 









Drag Along Notice (the
Shares held by the Minority Stockholders, the Primedia Transferred Shares and
the Primedia Remaining Shares, collectively, the “ Transferred Shares “).


(d)          
In connection with the sale of the Transferred Shares, the Minority
Stockholders shall be entitled to retain an amount (the “ Minority Stockholder Proceeds
“) equal to the following formula:


(Net Proceeds from sale
of Transferred Shares minus
$72,500,000/2) minus Advance
payments made to the Minority Stockholders, if any;


provided, however, that
if the amount of Minority Stockholder Proceeds derived from this formula is
less than the actual Call/Put Payment Obligation, then the formula shall be
changed to reflect an equal split of the net proceeds from the sale of the
Transferred Shares between the Minority Stockholders and Primedia; provided,
further, that in no case shall the Minority Stockholder Proceeds exceed 125% of
the amount of the Call/Put Payment Obligation.


Primedia shall be
entitled to any amounts received by the Minority Stockholders in excess of the
Minority Stockholder Proceeds (the “ Primedia Proceeds “) and the Minority
Stockholders shall remit the Primedia Proceeds to Primedia within ten (10) days
after receipt thereof.


(e)          
If the Minority Stockholders do not sell the Transferred Shares during the
Default Sale Period, then either the Minority Stockholders or Primedia shall
have a right to sell their Shares and shall be permitted to deliver a
Drag-Along Notice to the other parties obligating the other party to sell their
shares to the Prospective Purchaser on the same terms as set forth in the Drag
Along Notice.


(f)           
Within ten (10) days of the Default Date, Primedia shall deliver its Shares to
an escrow agent to hold in escrow pursuant to the terms of an escrow agreement
to be negotiated in good faith.


ARTICLE
5.


 TRANSFER RESTRICTIONS


5.1         
Restrictions on Transfer by Primedia.  Except as provided in Section
4.8, Primedia shall not transfer any of its shares of Common Stock prior to the
earlier of (i) the Call Closing Date (or the Select Closing Call Date, if it
occurs) or Put Closing Date, as applicable, or (ii) December 31, 2010;
provided, however, that Primedia may at any time transfer such shares to a
wholly-owned subsidiary of Primedia that becomes a party to this Agreement and
agrees to be a co-obligor on all Primedia Payment Obligations and to abide by a
substantially identical restriction on transfer.


5.2         
Restrictions on Transfer by the Founding Stockholders.  Except as
otherwise provided herein, no Founding Stockholder shall transfer any of its
shares of Common Stock prior to the earliest of the Select Call Closing Date,
the Call Closing Date or the Put Closing Date, as applicable, or December 31,
2010; provided, however, that any Founding Stockholder may at any time transfer
his shares of Common Stock into a trust in respect of which he serves as
trustee, provided that the trust instrument governing such trust shall provide
that such Founding Stockholder shall retain sole and exclusive control over the
voting and disposition of such shares.



 15
 









ARTICLE
6.


EQUITY
MATTERS


With the exception
of the shares of Common Stock issued pursuant to the exercise of a Company
Option outstanding on the date hereof, the Company shall not issue any equity
securities from the date hereof until the earlier of (i) the Call Closing Date
(or Select Call Closing Date, should it occur) or Put Closing Date, as
applicable or (ii) December 31, 2010.


ARTICLE
7.


 MISCELLANEOUS PROVISIONS


7.1         
Entire Agreement.  This Agreement (together with the Schedules and
Exhibits hereto, the Stock Purchase Agreement, the Contribution Agreement, the
Shared Services Agreement and the License Agreement) contains, and is intended
as, a complete statement of all of the terms of the arrangements between the parties
with respect to the matters provided for herein, and supersedes any previous
agreements and understandings between the parties with respect to those
matters.


7.2         
Governing Law; Jurisdiction.


This Agreement
shall be governed by, and construed and enforced in accordance with, the laws
of the state of New York.  Each Stockholder hereby irrevocably submits to
the jurisdiction of any United States Federal Court (or, if such court shall
not have jurisdiction, any New York State Court) sitting in New York City (and
any appellate court therefrom) over any action or proceeding arising out of or
relating in any manner (whether in contract, tort or otherwise) to this
Agreement. Each Stockholder hereby irrevocably waives any objection that it may
have to venue and the defense of an inconvenient forum to the maintenance of
such action or proceeding.


7.3         
Amendment; Waiver.  No provision of this Agreement may be amended or
modified except by an instrument or instruments in writing signed by the parties
hereto. Any party may waive compli­ance by another with any of the provisions
of this Agreement.  No waiver of any provision hereof shall be construed
as a waiver of any other provision or subsequent breach.  Any waiver must
be in writing.  The failure of any party hereto to enforce at any time any
provision hereof shall not be construed to be a waiver of such provision or to
affect in any way the validity hereof or any part hereof or the right of any
party thereafter to enforce each and every such provision.


7.4         
Notices.  All notices and other communica­tions under this Agreement
shall be in writing and shall be deemed given when delivered personally, mailed
by registered mail, return receipt requested, sent by documented overnight
delivery service or, to the extent receipt is confirmed, by facsimile to the
parties at the following addresses (or to such other address as a party may
have specified by notice given to the other party pursuant to this provision):


	
  If to the Primedia, to it at:

  
	
   

  
	
   

  	
   

  	
  PRIMEDIA, Inc.

  
	
   

  	
   

  	
  745 Fifth Avenue

  
	
   

  	
   

  	
  New York, NY
  10151

  
	
   

  	
   

  	
  Attention:
  Sheila Spence

  
	
   

  	
   

  	
  Phone: (212)
  745-0100

  
	
   

  	
   

  	
  Fax: (212)
  745-0645

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  
	
   

  
	
   

  	
   

  	
  PRIMEDIA, Inc.

  
	
   

  	
   

  	
  745 Fifth Avenue

  
	
   

  	
   

  	
  New York, NY
  10151

  
	
   

  	
   

  	
  Attention: General
  Counsel

  
	
   

  	
   

  	
  Phone:

  	
  (212) 745-0100

  
	
   

  	
   

  	
  Fax: 

  	
  (212) 745-0131

  




 16
 









If to Original
Stockholders or Stockholder Representatives, to the Stockholder Representatives
at:


	
  

  	
   

  	
  Automotive.com, Inc.

  
	
   

  	
   

  	
  230 Commerce

  
	
   

  	
   

  	
  Suite 290

  
	
   

  	
   

  	
  Irvine, CA 92602

  
	
   

  	
   

  	
  Attention:
  Joshua Speyer, Jason Phillips and Gary Fudge

  
	
   

  	
   

  	
  Phone:

  	
  (714) 389-5000

  
	
   

  	
   

  	
  Fax:

  	
  (714) 389-5065

  
	
   

  
	
  With a copy to:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
  Latham &
  Watkins LLP

  
	
   

  	
   

  	
  650 Town Center
  Drive, Suite 2000

  
	
   

  	
   

  	
  Costa Mesa, CA
  92626

  
	
   

  	
   

  	
  Attention: R.
  Scott Shean

  
	
   

  	
   

  	
  Phone:

  	
  (714) 540-1235

  
	
   

  	
   

  	
  Fax:

  	
  (714) 755-8290

  
									



 


7.5         
Separability.  If any provision of this Agreement is held by any court
of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be of no force and effect, but the illegality, invalidity or
unenforceability shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement.


7.6         
Assignment and Binding Effect.  Neither party hereto may assign any of
its rights or delegate any of its duties under this Agreement without the prior
written consent of the other party hereto.  All of the terms and
provisions of this Agreement shall be binding on, and shall inure to the
benefit of, the respective legal successors and permitted assigns of the
parties.


7.7         
No Benefit to Others. The representations, warranties, covenants and
agreements contained in this Agreement, the Stock Purchase Agreement and the
Contribution Agreement are for the sole benefit of the parties hereto and
thereto and their respective successors and permitted assigns and shall not be
construed as conferring and are not intended to confer any rights on any other
persons.


7.8         
Counterparts.  This Agreement may be executed by facsimile in two (2)
or more counterparts, each of which shall be deemed an original, and each party
thereto may become a party hereto by executing a counterpart hereof.  This
Agreement and any counterpart so executed shall be deemed to be one and the
same instrument.


7.9         
Interpretation.  Article titles, headings to sections and the table of
contents are inserted for convenience of reference only and are not intended to
be a part or to affect the meaning or interpretation hereof.  The
Schedules referred to herein shall be construed with and as an integral part of
this Agreement to the same extent as if they were set forth verbatim
herein.  As used herein, “include”, “includes” and “including” are deemed
to be followed by “without limitation” whether or not they are in fact followed
by such words or words of like import; “writing”, “written” and comparable
terms refer to printing, typing, lithogra­phy and other means of reproducing
words in a visible form; references to a person are also to its successors and
permitted assigns; “hereof”, “herein”, “hereunder” and comparable



 17
 









terms refer to the
entirety hereof and not to any particular article, section or other subdivision
hereof or attachment hereto; references to any gender include references to the
plural and vice versa; references to this Agreement or other documents are as
amended or supplemented from time to time; references to “Article”, “Section”
or another subdivision or to an attachment or “Schedule” are to an article,
section or subdivision hereof or an attachment or “Schedule” hereto.


7.10       
No Presumption.  This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting.


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 18














In
Witness Whereof, the undersigned have executed this Stockholders Agreement as of the date
first above written.


	
  

  	
   

  	
  PRIMEDIA INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christopher A. Fraser

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Christopher A. Fraser

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AUTOMOTIVE.COM, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jason Phillips

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jason Phillips

  
	
   

  	
   

  	
   

  	
  Title: COO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHRIS AND PAMELA CALLAHAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chris Callahan and Pamela Callahan

  	
   

  
	
   

  	
   

  	
  Chris and Pamela Callahan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DANIEL D. FERRELL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Daniel D. Ferrell

  	
   

  
	
   

  	
   

  	
  Daniel D. Ferrell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GERRY E. NAEGLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerry E. Naegle

  	
   

  
	
   

  	
   

  	
  Gerry E. Naegle

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JAMES R. PHILLIPS, AS CUSTODIAN FOR SENNA

  
	
   

  	
   

  	
  NICHOLE PHILLIPS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James R. Phillips

  	
   

  
	
   

  	
   

  	
  James R. Phillips

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JAMES R. PHILLIPS, AS CUSTODIAN FOR LUCILLE ROSE

  
	
   

  	
   

  	
  OPAL POLICH

  
						



 











 


 


	
  

  	
   

  	
  By:

  	
  /s/ James R. Phillips

  	
   

  
	
   

  	
   

  	
  James R. Phillips

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTION COPY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOD A. AND CAREN T. PHILLIPS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tod A. Phillips and Caren T. Phillips

  	
   

  
	
   

  	
   

  	
  Tod A. and Caren T. Phillips

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JODIE ANNE PHILLIPS POLICH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jodie Anne Phillips Polich

  	
   

  
	
   

  	
   

  	
  Jodie Anne Phillips Polich

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DANIEL N. ROHR, SR.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel N. Rohr

  	
   

  
	
   

  	
   

  	
  Daniel N. Rohr, Sr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAROL AND FRANKLIN SPEYER, JTWROS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Carol Speyer and Franklin Speyer

  	
   

  
	
   

  	
   

  	
  Carol and Franklin Speyer, JTWROS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JOSHUA A. SPEYER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joshua A. Speyer

  	
   

  
	
   

  	
   

  	
  Joshua A. Speyer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JASON E. PHILLIPS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jason E. Phillips

  	
   

  
	
   

  	
   

  	
  Jason E. Phillips

  
						



 











 


	
  

  	
   

  	
  JAMES R. PHILLIPS AND MEREDITH COLEMAN

  
	
   

  	
   

  	
  REVOCABLE TRUST DATED 8/23/93

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James R. Phillips and Meredith Coleman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James R. Phillips and Meredith Coleman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROBERT W. LEMASTER AND ROSALIE T. LEMASTER,

  
	
   

  	
   

  	
  TRUSTEES OF THE ROBERT W. AND ROSALIE T.

  
	
   

  	
   

  	
  LEMASTER TRUST U/A DTD 10/30/01

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert W. Lemaster and Rosalie T. Lemaster

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W. Lemaster and Rosalie T. Lemaster

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GARY A. FUDGE, TRUSTEE OF THE TRUST OF GARY A.

  FUDGE U/D/T DATED JANUARY 27, 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gary A. Fudge

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gary A. Fudge

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TODD BUSBY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Todd Busby

  	
   

  
	
   

  	
   

  	
  Todd Busby

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ANN WAGNER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ann Wagner

  	
   

  
	
   

  	
   

  	
  Ann Wagner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PATRICK EGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Patrick Eger

  	
   

  
	
   

  	
   

  	
  Patrick Eger

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CRAIG BUCCOLA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Craig Buccola

  	
   

  
	
   

  	
   

  	
  Craig Buccola

  
						



 











 


	
  

  	
   

  	
  GARY HIBBARD

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ Gary Hibbard

  	
   

  	 

	
   

  	
   

  	
  Gary Hibbard

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  CHAD HAYASHIBARA

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ Chad Hayashibara

  	
   

  	 

	
   

  	
   

  	
  Chad Hayashibara