<PAGE>

                                                                   Exhibit 10.25

                          SECOND AMENDED AND RESTATED

                            STOCKHOLDERS AGREEMENT

                                     among

                             SYNAPSE GROUP, INC.,

                      GENERAL ATLANTIC PARTNERS 46, L.P.,

                      GENERAL ATLANTIC PARTNERS 49, L.P.,

                      GENERAL ATLANTIC PARTNERS 60, L.P.,

                        GAP COINVESTMENT PARTNERS, L.P.,

                      GAP COINVESTMENT PARTNERS II, L.P.,

                               NSSI HOLDINGS INC.

                                      and

                      THE OTHER STOCKHOLDERS NAMED HEREIN



                           Dated as of June 23, 2000



<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
<S>                                                                                                      <C>
1.       Definitions....................................................................................    1
2.       Restrictions on Transfer of Shares.............................................................    9
         2.1      Limitation on Transfer................................................................    9
         2.2      Permitted Transfers...................................................................    9
         2.3      Permitted Transfer Procedures.........................................................   11
         2.4      Transfers in Compliance with Law; Substitution of Transferee..........................   11
3.       Right of First Offer and Tag-Along Rights......................................................   12
         3.1      Proposed Voluntary Transfers by Walker Stockholders, General Atlantic Stockholders
                  or Additional Stockholders............................................................   12
         3.2      Proposed Voluntary Transfers by Loeb Stockholders.....................................   16
         3.3      Involuntary Transfers.................................................................   19
         3.4      Covenant..............................................................................   21
4.       Rights on Future Issuance of Shares............................................................   21
         4.1      Offering Notice.......................................................................   21
         4.2      Exercise of Rights....................................................................   22
         4.3.     Closing...............................................................................   23
         4.4      Sale to Subject Purchaser.............................................................   23
5.       After-Acquired Securities; Agreement to be Bound...............................................   24
         5.1      After-Acquired Securities.............................................................   24
         5.2      Agreement to be Bound.................................................................   24
6.       Corporate Governance...........................................................................   24
         6.1      General...............................................................................   24
         6.2      Stockholder Actions...................................................................   24
         6.3      Voting of Shares; Irrevocable Proxy...................................................   25
         6.4      Election of Directors; Number and Composition.........................................   26
         6.5      Removal and Replacement of Directors..................................................   27
         6.6      Reimbursement of Expenses.............................................................   27
         6.7      Confidentiality; Noncompete...........................................................   27
         6.8      Remedies..............................................................................   31
         6.9      Financial Statements and Other Information............................................   31
7.       Stock Certificate Legend.......................................................................   32
8.       Limitations on Time's Rights...................................................................   33
         8.1      Generally.............................................................................   33
         8.2      Agreements by Loeb....................................................................   33
         8.3      Agreements by the General Atlantic Stockholders.......................................   34
9.       Miscellaneous..................................................................................   35
         9.1      Notices...............................................................................   35
         9.2      Successors and Assigns................................................................   35
         9.3      Amendment and Waiver..................................................................   35
         9.4      Authorization to Modify Restrictions..................................................   35
         9.5      Counterparts..........................................................................   35
</TABLE>

                                      -i-
<PAGE>

<TABLE>
         <S>                                                                                             <C>
         9.6      Specific Performance..................................................................  35
         9.7      Headings..............................................................................  35
         9.8      GOVERNING LAW; JURISDICTION...........................................................  35
         9.9      Severability..........................................................................  36
         9.10     Entire Agreement......................................................................  36
         9.11     Term of Agreement.....................................................................  36
         9.12     Further Assurances....................................................................  36
         9.13     Pronouns..............................................................................  36
         9.14     Waivers/Consents to Amendments........................................................  36
</TABLE>


EXHIBITS

Exhibit A         Restated Certificate of Incorporation
Exhibit B         By-laws
Exhibit C-1       Form of Transfer Agreement (Previously issued shares)
Exhibit C-2       Form of Transfer Agreement (Newly issued stock)

SCHEDULES

Schedule 1        Other Investors
Schedule 9.1      Addresses

                                      -ii-
<PAGE>

              SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

     THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is dated as of June
23, 2000 (this "Agreement"), among Synapse Group, Inc., a Delaware corporation
                 ---------
(the "Company"), General Atlantic Partners 46, L.P., a Delaware limited
      -------
partnership ("GAP LP"), General Atlantic Partners 49, L.P., a Delaware limited
              ------
partnership ("GAP 49"), General Atlantic Partners 60, L.P., a Delaware limited
              ------
partnership ("GAP 60"), GAP Coinvestment Partners, L.P., a New York limited
              ------
partnership ("GAP Coinvestment"), GAP Coinvestment Partners II, L.P., a Delaware
              ----------------
limited partnership ("GAP Coinvestment II"), Michael Loeb ("Loeb"), Jay Walker
                      -------------------                   ----
("Walker"), the Jay S. Walker Irrevocable Credit Trust (the "Walker Trust") and
  ------                                                     ------------
NSSI Holdings Inc., a Delaware corporation ("Time").
                                             ----

     WHEREAS, the Company, the General Atlantic Stockholders (as hereinafter
defined), Loeb, Walker, the Walker Trust and the other stockholders listed on
Schedule 1 hereto (the "Other Investors") are parties to that Amended and
----------              ---------------
Restated Stockholders Agreement dated as of January 12, 2000 (the "Original
                                                                   --------
Agreement");
---------

     WHEREAS, this Agreement is made in connection with that (a) Stock Purchase
Agreement, dated as of the date hereof (the "Purchase Agreement"), among the
                                             ------------------
Company and Time, pursuant to which the Company agreed to issue and sell to Time
shares of the Company's Series C Convertible Preferred Stock, par value $0.001
per share (the "Series C Preferred Stock") and (b) Stock Purchase Agreement,
                ------------------------
dated as of the date hereof (the "Walker Sale Agreement"), between Walker and
                                 ----------------------
Time, pursuant to which Walker has agreed to sell to Time 6,875,000 shares of
Voting Common Stock and Nonvoting Common Stock for $8.00 per share;

     WHEREAS, in order to induce Time to purchase the Series C Preferred Stock,
the parties hereto have agreed to amend and restate in its entirety the Original
Agreement and, pursuant to Section 9.3(b) of the Original Agreement, the
Company, the General Atlantic Stockholders, Loeb, Walker and the Walker Trust
have the power to amend and waive certain provisions of the Original Agreement;
and

     WHEREAS, the parties hereto wish to restrict the transfer of the Shares (as
hereinafter defined) and to provide for, among other things, first offer rights,
tag-along rights and rights on future issuances of shares, corporate governance
rights and obligations and certain other rights under certain conditions.

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the adequacy of which are hereby acknowledged, the parties hereto
hereby amend and restate the Original Agreement and agree as follows:

     1.   Definitions. As used in this Agreement, the following terms shall have
          -----------
the meanings set forth below:

                                      -1-
<PAGE>

          "Additional Stockholders" means Time, the Other Investors and any
           -----------------------
Permitted Transferee thereof to which Shares are transferred in accordance with
Section 2.2 hereof, and the term "Additional Stockholder" shall mean any such
Person.

          "Affiliate" shall mean a Person who is an "affiliate" as defined in
           ---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.  GAP LP,
GAP 49, GAP 60, GAP Coinvestment and GAP Coinvestment II shall be deemed to be
Affiliates of one another.

          "Agreement" has the meaning set forth in the recitals to this
           ---------
Agreement.

          "Arena" has the meaning set forth in Section 9.14 of this Agreement.
           -----

          "Board of Directors" means the Board of Directors of the Company.
           ------------------

          "Business Day" means any day other than a Saturday, Sunday or other
           ------------
day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

          "Cause" has the meaning set forth in Section 6.7.3 of this Agreement.
           -----

          "Charter Documents" means the Restated Certificate of Incorporation
           -----------------
and the By-laws of the Company as in effect on the date hereof, copies of which
are attached hereto as Exhibits A and B, respectively.
                       ----------------

          "Combined Voting Shares" has the meaning set forth in Section 4.1 of
           ----------------------
this Agreement.

          "Commission" means the Securities and Exchange Commission or any
           ----------
similar agency then having jurisdiction to enforce the Securities Act.

          "Common Stock" means the Voting Common Stock and the Nonvoting Common
           ------------
Stock, or any other capital stock of the Company into which such stock is
reclassified or reconstituted.

          "Common Stock Equivalents" means any security or obligation which is
           ------------------------
by its terms convertible into shares of Common Stock, including, without
limitation, any option, warrant or other subscription or purchase right with
respect to Common Stock.

          "Company" has the meaning set forth in the recitals to this Agreement.
           -------

          "Company Option" has the respective meanings set forth in Sections
           --------------
3.1.2 and 3.2.3 of this Agreement.

          "Company Option Period" has the respective meanings set forth in
           ---------------------
Sections 3.1.2 and 3.2.3 of this Agreement.

                                      -2-
<PAGE>

          "Company Confidential Information" has the meaning set forth in
           --------------------------------
Section 6.7.1 of this Agreement.

          "Contract Date" has the respective meanings set forth in Sections
           -------------
3.1.5 and 3.2.4 of this Agreement.

          "Director's Cause" means  indictment of a director for any felony or
           ----------------
any misdemeanor involving moral turpitude or fraud or  financial dishonesty
including, without limitation, misappropriation of funds or property of the
Company, or any attempt by a director  to secure any personal profit related to
the business or business opportunities of the Company.

          "Excess New Securities" has the meaning set forth in Section 4.2(a) of
           ---------------------
this Agreement.

          "Excess Offered Securities" has the respective meanings set forth in
           -------------------------
Sections 3.1.3(a) and 3.2.4(a) of this Agreement.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
           ------------
(or any successor statute thereto) and the rules and regulations of the
Commission thereunder.

          "Excluded Transaction" means the issuance and sale by the Company of
           --------------------
(a) the Investor Warrants and the Lender Warrants (and the issuance of Common
Stock upon the exercise of the Investor Warrants and the Lender Warrants) and
(b) shares of capital stock or any other security convertible into capital stock
of the Company, up to a maximum of 3,500,000 shares, which may be issued to any
strategic investor pursuant to any arrangement approved by the Board of
Directors.

          "Fair Value" has the meaning set forth in Section 3.3.2 of this
           ----------
Agreement.

          "Family Members" has the meaning set forth in Section 2.2 of this
           --------------
Agreement.

          "GAAP" has the meaning set forth in Section 6.9.1 of this Agreement.
           ----

          "GAP Coinvestment" has the meaning set forth in the recitals to this
           ----------------
Agreement.

          "GAP Coinvestment II" has the meaning set forth in the recitals to
           -------------------
this Agreement.

          "GAP Confidential Information" has the meaning set forth in Section
           ----------------------------
6.7.2 of this Agreement.

          "GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
           -------
liability company and the general partner of GAP LP, GAP 49 and GAP 60, and any
successor to such entity.

                                      -3-
<PAGE>

          "GAP LP" has the meaning set forth in the recitals to this Agreement.
           ------

          "GAP 49" has the meaning set forth in the recitals to this Agreement.
           ------

          "GAP 60" has the meaning set forth in the recitals to this Agreement.
           ------

          "General Atlantic Director" has the meaning set forth in Section
           -------------------------
6.4(b) of this Agreement.

          "General Atlantic Excluded Transaction" has the meaning set forth in
           -------------------------------------
Section 8.1 of this Agreement.

          "General Atlantic Stockholders" means GAP LP, GAP 49, GAP  60, GAP
           -----------------------------
Coinvestment, GAP Coinvestment II and any Permitted Transferee of any of them to
which Shares are transferred in accordance with Section 2.2, and the term
"General Atlantic Stockholder" shall mean any such Person.

          "Governmental Authority" means the government of any nation, state,
           ----------------------
city, locality or other political subdivision thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

          "Initial Public Offering" means an underwritten initial public
           -----------------------
offering of equity securities of the Company pursuant to an effective
Registration Statement filed under the Securities Act.

          "Initiating Stockholder" has the meaning set forth in Section 3.1.6 of
           ----------------------
this Agreement.

          "Investor Warrants" means those warrants to purchase Common Stock
           -----------------
issued by the Company pursuant to that Stock and Warrant Purchase Agreement
dated as of January 12, 2000 between the Company and the Purchasers named
therein.

          "Involuntary Transfer" means any transfer, proceeding or action by or
           --------------------
in which a Stockholder shall be deprived or divested of any right, title or
interest in or to any of the Shares, including, without limitation, any seizure
under levy of attachment or execution, any transfer in connection with
bankruptcy (whether pursuant to the filing of a voluntary or an involuntary
petition under the United States Bankruptcy Code of 1978, or any modifications
or revisions thereto) or other court proceeding to a debtor in possession,
trustee in bankruptcy or receiver or other officer or agency, any transfer to a
state or to a public officer or agency pursuant to any statute pertaining to
escheat or abandoned property and any transfer pursuant to a divorce or
separation agreement or a final decree of a court in a divorce action, but
excluding any transfer upon the death of a Stockholder.

          "Involuntary Transferee" has the meaning set forth in Section 3.3.1 of
           ----------------------
this Agreement.

                                      -4-
<PAGE>

          "IPO Effectiveness Date" means the date upon which the Company closes
           ----------------------
its Initial Public Offering.

          "Lender Warrants" means those warrants to purchase Common Stock issued
           ---------------
by the Company to Walker pursuant to that Credit Agreement dated as of January
12, 2000 between the Company and Walker, as assigned by Walker to Arena Capital
Investment Fund, L.P. pursuant to that Assignment Agreement dated as of February
1, 2000.

          "Liens" has the meaning set forth in Section 3.1.4 of this Agreement.
           -----

          "Loeb" has the meaning set forth in the recitals to this Agreement.
           ----

          "Loeb Option" has the meaning set forth in Section 3.1.1.A of this
           -----------
Agreement.

          "Loeb Option Period" has the meaning set forth in Section 3.1.1.A of
           ------------------
this Agreement.

          "Loeb Stockholder" means Loeb and any Permitted Transferee of Loeb to
           ----------------
which Shares are transferred in accordance with Section 2.2.

          "Major Purchaser" has the meaning set forth in Section 6.9 of this
           ---------------
Agreement.

          "Major Stockholders" means Walker, Loeb, the Walker Trust and any
           ------------------
Permitted Transferee of any of them to which Shares are transferred in
accordance with Section 2.2, and the term "Major Stockholder" shall mean any
such Person.

          "Minor Stockholders" means (a) Joseph Hanson; (b) Margaret Bates; (c)
           ------------------
Margaret Loeb; (d) Andre Jaeckle; (e) Margaret Loeb, Trustee u/ The Michael Loeb
Irrevocable Trust f/b/o Michael Roberts Loeb dated December 28, 1995; (f)
Margaret Loeb, Trustee u/ The Michael Loeb Irrevocable Trust f/b/o Katherine
Elizabeth Loeb dated December 28, 1995; (g) Nancy Halpern, as Trustee of The
Michael Loeb Irrevocable Trust u/a dated 3/24/99 f/b/o Marc David Loeb; (h)
Nancy Halpern, as Trustee of The Michael Loeb Irrevocable Trust u/a dated
3/24/99 f/b/o Jeremy Paul Loeb; and (i) Nancy Halpern, as Trustee of The Michael
Loeb Irrevocable Trust u/a dated 3/24/99 f/b/o Carolyn Rose Loeb.

          "Minor Stockholders Agreement" means the Shareholder Agreement, dated
           ----------------------------
December 1, 1993, among the Company, Walker, Loeb, and the other parties listed
on the signature page thereto.

          "New Issuance Notice" has the meaning set forth in Section 4.1 of this
           -------------------
Agreement.

          "New Securities" has the meaning set forth in Section 4.1 of this
           --------------
Agreement.

                                      -5-
<PAGE>

          "Noncompete Period" has the meaning set forth in Section 6.7.3 of this
           -----------------
Agreement.

          "Nonvoting Common Stock" means the Company's Class B common stock,
           ----------------------
$0.001 par value per share.

          "Offer Price" has the respective meanings set forth in Sections 3.1.1
           -----------
and 3.2.1 of this Agreement.

          "Offered Securities" has the respective meanings set forth in Sections
           ------------------
3.1.1 and 3.2.1 of this Agreement.

          "Offering Notice" has the respective meanings set forth in Sections
           ---------------
3.1.1 and 3.2.1 of this Agreement.

          "Option Period" has the respective meanings set forth in Sections
           -------------
3.1.3(a) and 3.2.4 of this Agreement.

          "Original Agreement" has the meaning set forth in the recitals to this
           ------------------
Agreement.

          "Other Businesses" has the meaning set forth in Section 6.7.5 of this
           ----------------
Agreement.

          "Other Investors" has the meaning set forth in the recitals to this
           ---------------
Agreement.

          "Other Stockholder" means (a) any transferee of a Walker Stockholder,
           -----------------
a General Atlantic Stockholder or an Additional Stockholder (in each case other
than a Permitted Transferee thereof) who has agreed to be bound by the terms and
conditions of this Agreement in accordance with Section 2.4 and to whom Shares
have been transferred in accordance with Section 3.1.5 and (b) any Person other
than a Major Stockholder, a General Atlantic Stockholder, or an Additional
Stockholder who has agreed to be bound by the terms and conditions of this
Agreement in accordance with Section 5.2.

          "Permitted Transferee" has the meaning set forth in Section 2.2 of
           --------------------
this Agreement.

          "Person" means any individual, corporation, partnership, limited
           ------
liability company, firm, joint venture, association, joint stock company, trust,
unincorporated organization, Governmental Authority or other entity.

          "Preferred Stock" means the Series A Preferred Stock, the Series B
           ---------------
Preferred Stock and the Series C Preferred Stock.

          "PriceLine" has the meaning set forth in Section 2.2 of this
           ---------
Agreement.

                                      -6-
<PAGE>

          "Proportionate Percentage" has the meaning set forth in Section 4.2(a)
           ------------------------
of this Agreement.

          "Proposed Price" has the meaning set forth in Section 4.1 of this
           --------------
Agreement.

          "Purchase Agreement" has the meaning set forth in the recitals to this
           ------------------
Agreement.

          "Registration Rights Agreement" means the Second Amended and Restated
           -----------------------------
Registration Rights Agreement, dated the date hereof, among the Company, GAP LP,
GAP 49, GAP 60, GAP Coinvestment, GAP Coinvestment II, Loeb, Walker, the Walker
Trust and Time.

          "Registration Statement" means a registration statement filed pursuant
           ----------------------
to the Securities Act.

          "Rightholder" has the respective meanings set forth in Sections
           -----------
3.1.3(a), 3.2.4(a), 3.3.1, 3.4.1 and 4.2(a) of this Agreement.

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations of the Commission thereunder.

          "Series A Preferred Stock" means the Series A Convertible Preferred
           ------------------------
Stock, par value $0.001 per share, of the Company.

          "Series B Preferred Stock" means the Series B Convertible Preferred
           ------------------------
Stock, par value $0.001 per share, of the Company.

          "Series C Preferred Stock" has the meaning set forth in the recitals
           ------------------------
to this Agreement.

          "Shares" means, with respect to each Stockholder, all shares, whether
           ------
now owned or hereafter acquired, of Common Stock, Preferred Stock and Investor
Warrants owned thereby; provided, however, for the purposes of any computation
                        -----------------
of the number of Shares either outstanding or owned or held by any Stockholder
or otherwise to be determined pursuant to Sections 2, 3 and 4.2, the shares of
Common Stock issuable upon conversion, exercise or exchange of all Common Stock
Equivalents shall be deemed outstanding whether or not such conversion, exercise
or exchange has actually been effected.

          "Stockholders" means (a) the Major Stockholders, the Additional
           ------------
Stockholders and the General Atlantic Stockholders and any transferee thereof
who has agreed to be bound by the terms and conditions of this Agreement in
accordance with Section 2.4 and (b) any Person who has agreed to be bound by the
terms and conditions of this Agreement in accordance with Section 5.2(a), and
the term "Stockholder" shall mean any such Person.

                                      -7-
<PAGE>

          "Stockholders Meeting" has the meaning set forth in Section 6.1 of
           --------------------
this Agreement.

          "Subject Purchaser" has the meaning set forth in Section 4.1 of this
           -----------------
Agreement.

          "Subsidiaries" means, as of the relevant date of determination, with
           ------------
respect to any Person, a corporation or other Person of which fifty percent
(50%) or more of the voting power of the outstanding voting equity securities or
fifty percent (50%) or more of the outstanding economic equity interest is held,
directly or indirectly, by such Person.  Unless otherwise qualified, or the
context otherwise requires, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company.

          "Tag-Along Rightholder" has the meaning set forth in Section 3.1.6(a)
           ---------------------
of this Agreement.

          "Third Party Purchaser" has the respective meanings set forth in
           ---------------------
Sections 3.1.1, 3.1.6 and 3.2.1 of this Agreement.

          "Time" has the meaning set forth in the recitals to this Agreement.
           ----

          "Time Director" has the meaning set forth in Section 6.4(c) of this
           -------------
Agreement.

          "Time Observer" has the meaning set forth in Section 6.4(c) of this
           -------------
Agreement.

          "Total Outstanding Capital Stock" means all shares of Common Stock
           -------------------------------
issued and outstanding, assuming the conversion of all issued and outstanding
shares of Preferred Stock and the conversion of all other convertible securities
(including, without limitation, debt instruments of the Company or any
Subsidiary), excluding all options, warrants and other similar rights to acquire
shares of the Company.

          "Total Outstanding Shares" means all shares of Common Stock issued and
           ------------------------
outstanding, assuming the conversion of all issued and outstanding shares of
Preferred Stock, the conversion of all other convertible securities (including,
without limitation, debt instruments of the Company or any Subsidiary) and the
exercise of all warrants and other similar rights to acquire shares of the
Company.

          "transfer" has the meaning set forth in Section 2.1 of this Agreement.
           --------

          "Transferred Shares" has the meaning set forth in Section 3.3.1 of
           ------------------
this Agreement.

          "Transferring Stockholder" has the respective meanings set forth in
           ------------------------
Section 3.1.1 and 3.2.1 of this Agreement.

                                      -8-
<PAGE>

          "Voting Common Stock" means the Company's Class A common stock, $0.001
           -------------------
par value per share.

          "Walker" has the meaning set forth in the recitals to this Agreement.
           ------

          "Walker Option" has the meaning set forth in Section 3.2.2 of this
           -------------
Agreement.

          "Walker Option Period" has the meaning set forth in Section 3.2.2 of
           --------------------
this Agreement.

          "Walker Sale Agreement" has the meaning set forth in the recitals to
           ---------------------
this Agreement.

          "Walker Stockholder" means Walker, the Walker Trust and any Permitted
           ------------------
Transferee of either of them to which Shares are transferred in accordance with
Section 2.2.

          "Walker Trust" has the meaning set forth in the recitals to this
           ------------
Agreement.

          "Written Consent" has the meaning set forth in Section 6.1 of this
           ---------------
Agreement.

     2.   Restrictions on Transfer of Shares.
          ----------------------------------

          2.1  Limitation on Transfer.  No Stockholder shall sell, give, assign,
               ----------------------
hypothecate, pledge, encumber, grant a security interest in or otherwise dispose
of (whether by operation of law or otherwise) (each a "transfer") any Shares or
                                                       --------
any right, title or interest therein or thereto, except in accordance with the
provisions of this Agreement, and in the event of such transfer, any transferee
obtaining any record or beneficial interest or right to vote such Shares
hereunder shall agree to be bound by this Agreement and shall comply with
Section 2.4.  Any attempt to transfer any Shares or any rights thereunder in
violation of the preceding sentence shall be null and void ab initio and the
                                                           -- ------
Company shall not register any such transfer.

          2.2  Permitted Transfers.  Notwithstanding anything to the contrary
               -------------------
contained in this Agreement, subject to Sections 2.3 and 2.4:

               (a)  any Walker Stockholder may transfer all or a portion of his
or its Shares (i) to or among a member of Walker's immediate family, which shall
include his spouse, siblings, children or grandchildren ("Family Members"), (ii)
                                                          --------------
to or among any trust, corporation, partnership or limited liability company,
all of the beneficial interests in which shall be held, directly or indirectly,
by Walker and/or one or more Family Members of Walker or which is an Affiliate
of Walker; provided, however, that during the period that any such trust,
           --------  -------
corporation, partnership or limited liability company holds any right, title or
interest in any Shares, no Person other than a Walker Stockholder or one or more
Family Members of a Walker Stockholder may be or become beneficiaries,
stockholders, limited or general partners or members thereof, (iii) pursuant

                                      -9-
<PAGE>

to an agreement substantially similar to the Subscription and Exchange
Agreement, dated as of February 12, 1998, among PriceLine LLC ("PriceLine"),
                                                                ---------
Walker and GAP Coinvestment whereby units of PriceLine are convertible, under
certain circumstances, by GAP Coinvestment into shares of Common Stock, (iv) to
Loeb or any Permitted Transferee of Loeb that is described in clauses (b)(i) and
(b)(ii) of this Section 2.2, (v) pursuant to that (A) Consulting/Option
Agreement dated as of November 1, 1997 among Walker, Walker Digital Corporation
and Richard Braddock, (B) Consulting/Option Agreement dated as of November 1,
1997 among Walker, Walker Digital Corporation and Nancy Peretsman, (C)
Consulting/Option Agreement dated as of November 1, 1997 among Walker, Walker
Digital Corporation and N.J Nicholas, Jr. and (D) Consulting/Option Agreement
dated as of December __, 1997 among Walker, Walker Digital Corporation and
Bernee D.L. Strom, (vi) to Arena Capital Investment Fund, L.P. (or any Affiliate
thereof) pursuant to that Securities Purchase Agreement dated as of March 20,
2000 between Walker and Arena Capital Investment Fund, L.P., or an Affiliate
thereof, and (vii) pursuant to the exchange rights set forth in the Walker
Digital Subscription Agreements among Walker, Walker Digital Corporation and
each of Richard Braddock, the NJN Trust, Paul Gould, Paul Francis, Elliot
Millenson and Nancy Peretsman; provided that no such transfer of Shares to Loeb
                               --------
or any such Permitted Transferee of Loeb shall be made with the intent to
adversely affect any rights of the General Atlantic Stockholders or Time under
this Agreement, the Purchase Agreement or the Registration Rights Agreement;

               (b)  any Loeb Stockholder may transfer all or a portion of his or
its Shares (i) to or among one or more Family Members of Loeb, (ii) to or among
any trust, corporation, partnership or limited liability company, all of the
beneficial interests in which shall be held, directly or indirectly, by Loeb
and/or one or more Family Members of Loeb or which is an Affiliate of Loeb;
provided, however, that during the period that any such trust, corporation,
--------  -------
partnership or limited liability company holds any right, title or interest in
any Shares, no Person other than a Loeb Stockholder or one or more Family
Members of a Loeb Stockholder may be or become beneficiaries, stockholders,
limited or general partners or members thereof, (iii) to any Walker Stockholder
and (iv) subject to Sections 3.1.6, 3.2 and 3.3 herein, to or among any Person;

               (c)  any General Atlantic Stockholder may transfer all or a
portion of its Shares to (i) any of its Affiliates and (ii) if the IPO
Effectiveness Date shall not have occurred by March 9, 2003, any of its limited
partners;

               (d)  each of the Other Investors may transfer all or a portion of
its, his or her Shares (as the case may be) to (i) in the event such Other
Investor is not an individual, to an Affiliate thereof, and (ii) in the event
such Other Investor is an individual, to a Family Member or a trust,
corporation, partnership or other entity, the sole owner(s) of which is/are such
Other Investor or such Other Investor's Family Members; and

               (e)  Time may transfer all or a portion of its Shares to any
Affiliate thereof.

                                      -10-
<PAGE>

          The Persons referred to in the preceding clauses (a), (b), (c), (d)
and (e) are each referred to hereinafter as a "Permitted Transferee". A
                                               --------------------
Permitted Transferee of Shares pursuant to this Section 2.2 may transfer its
Shares pursuant to this Section 2.2 only to the transferor Stockholder or to a
Person that is a Permitted Transferee of such transferor Stockholder.

          2.3  Permitted Transfer Procedures.  If any Stockholder wishes to
               -----------------------------
transfer Shares to a Permitted Transferee under Section 2.2, such Stockholder
shall give notice to the Company of its intention to make any transfer permitted
under Section 2.2 not less than ten (10) days prior to effecting such transfer,
which notice shall state the name and address of each Permitted Transferee to
whom such transfer is proposed and the number of Shares proposed to be
transferred to such Permitted Transferee.

          2.4  Transfers in Compliance with Law; Substitution of Transferee.
               ------------------------------------------------------------
Notwithstanding any other provision of this Agreement, no transfer may be made
pursuant to this Section 2 or Section 3 unless (a) the transferee has agreed in
writing to be bound by the terms and conditions of this Agreement pursuant to an
instrument substantially in the form attached hereto as Exhibit C-1, (b) the
                                                        -----------
transfer complies in all respects with the applicable provisions of this
Agreement and (c) the transfer complies in all respects with applicable federal
and state securities laws, including, without limitation, the Securities Act.
If requested by the Company in its reasonable judgment, an opinion of counsel to
such transferring Stockholder, in form and substance reasonably satisfactory to
the Company, shall be supplied to the Company at such transferring Stockholder's
expense, to the effect that such transfer complies with the applicable federal
and state securities laws.  Upon becoming a party to this Agreement, (i) the
Permitted Transferee of a Stockholder shall be substituted for, and shall enjoy
the same rights and be subject to the same obligations as, the transferring
Stockholder hereunder with respect to the Shares transferred to such Permitted
Transferee, (ii) an Other Stockholder shall be subject to the same obligations
as, but none of the rights of, the transferring Stockholder and (iii) the
transferee of an Other Stockholder shall be substituted for, and shall be
subject to the same obligations as, the transferring Other Stockholder hereunder
with respect to the Shares transferred to such transferee.

     3.   Right of First Offer and Tag-Along Rights.
          -----------------------------------------

          3.1  Proposed Voluntary Transfers by Walker Stockholders, General
               ------------------------------------------------------------
Atlantic Stockholders or Additional Stockholders.
------------------------------------------------

               3.1.1     Offering Notice.  Subject to Section 2, if any Walker
                         ---------------
Stockholder, General Atlantic Stockholder or Additional Stockholder (for
purposes of this Section 3.1.1, a "Transferring Stockholder") wishes to transfer
                                   ------------------------
all or any portion of its or his Shares to any Person (other than a Permitted
Transferee) (for purposes of this Section 3.1.1, a "Third Party Purchaser"),
                                                    ---------------------
such Transferring Stockholder shall send written notice (for purposes of this
Section 3.1.1, the "Offering Notice") to the Company, with a copy to Loeb,
                    ---------------
Walker, the General Atlantic Stockholders and the Additional Stockholders who,
in each case, is not a Transferring Stockholder, which shall state (a) the
number of Shares proposed to be transferred (for purposes of this Section 3.1.1,

                                      -11-
<PAGE>

the "Offered Securities") and (b) the proposed purchase price per Share which
     ------------------
the Transferring Stockholder is willing to accept (for purposes of this Section
3.1.1, the "Offer Price"). Upon delivery of the Offering Notice, such offer
            -----------
shall be irrevocable unless and until the rights of first offer provided for
herein shall have been waived or shall have expired.

               3.1.1.A  Loeb Option.  If the Transferring Stockholder is a
                        -----------
Walker Stockholder, then for a period of fifteen (15) days after the giving of
the Offering Notice pursuant to Section 3.1.1 (the "Loeb Option Period"), Loeb
                                                    ------------------
shall have the right (the "Loeb Option") to purchase any or all of the Offered
                           -----------
Securities at a purchase price equal to the Offer Price and upon the terms and
conditions set forth in the Offering Notice.  The right of Loeb to purchase any
or all of the Offered Securities under this Section 3.1.1.A shall be exercisable
by delivering written notice of the exercise thereof, prior to the expiration of
the 15-day period referred to above, to the Transferring Stockholder, with a
copy to the Company, Walker, the General Atlantic Stockholders and the
Additional Stockholders (who, in each case, is not a Transferring Stockholder),
which notice shall state the number of Offered Securities proposed to be
purchased by Loeb.  The failure of Loeb to respond within such 15-day period
shall be deemed to be a waiver of Loeb's rights under this Section 3.1.1.A.
Loeb may waive his rights under this Section 3.1.1.A prior to the expiration of
the 15-day period by giving written notice to the Transferring Stockholder, with
a copy to the Company, Walker, the General Atlantic Stockholders and the
Additional Stockholders.

               3.1.2    Company Option.  For a period of fifteen (15) days
                        --------------
(a) after the giving of the Offering Notice pursuant to Section 3.1.1 if the
Transferring Stockholder is not a Walker Stockholder or (b) if Loeb does not
elect to purchase all of the Offered Securities pursuant to Section 3.1.1.A,
after the earlier to occur of (i) the expiration of the Loeb Option Period or
(ii) the date upon which the Transferring Stockholder shall have received
written notice from Loeb of his exercise of the Loeb Option or his waiver
thereof (the "Company Option Period"), the Company shall have the right (the
              ---------------------
"Company Option") to purchase any or all of the remaining Offered Securities or
 --------------
all of the Offered Securities, as the case may be, at a purchase price equal to
the Offer Price and upon the terms and conditions set forth in the Offering
Notice. The right of the Company to purchase any or all of the Offered
Securities under this Section 3.1.2 shall be exercisable by delivering written
notice of the exercise thereof, prior to the expiration of the 15-day period
referred to above, to the Transferring Stockholder, with a copy to Loeb, Walker,
the General Atlantic Stockholders and the Additional Stockholders (who, in each
case, is not a Transferring Stockholder), which notice shall state the number of
Offered Securities proposed to be purchased by the Company. The failure of the
Company to respond within such 15-day period shall be deemed to be a waiver of
the Company's rights under this Section 3.1.2. The Company may waive its rights
under this Section 3.1.2 prior to the expiration of the 15-day period by giving
written notice to the Transferring Stockholder, with a copy to Walker, Loeb, the
General Atlantic Stockholders and the Additional Stockholders.

               3.1.3    Stockholder Option; Exercise.
                        ----------------------------

                                      -12-
<PAGE>

                         (a)  If the Company does not elect to purchase all of
the Offered Securities which it has the right to purchase pursuant to Section
3.1.2, then for a period of fifteen (15) days after the earlier to occur of (i)
the expiration of the Company Option Period pursuant to Section 3.1.2 or (ii)
the date upon which the Transferring Stockholder shall have received written
notice from the Company of its exercise of the Company Option pursuant to
Section 3.1.2 or its waiver thereof (for purposes of this Section 3.1.3, the
"Option Period"), each of Walker, Loeb (if the Transferring Stockholder is not a
 -------------
Walker Stockholder), the General Atlantic Stockholders and the Additional
Stockholders (who, in each case, is not a Transferring Stockholder) (each, for
the purposes of this Section 3.1.3(a), a "Rightholder") shall have the right to
                                          -----------
purchase all, but not less than all, of the remaining Offered Securities at a
purchase price at least equal to the Offer Price and upon the terms and
conditions set forth in the Offering Notice. Unless otherwise agreed among all
of the Rightholders, each such Rightholder shall have the right to purchase that
percentage of the remaining Offered Securities determined by dividing (i) the
total number of Shares then owned by such Rightholder by (ii) the total number
of Shares then owned by all such Rightholders. If any Rightholder does not fully
subscribe for the number or amount of Offered Securities it or he is entitled to
purchase, then each other participating Rightholder shall have the right to
purchase that percentage of the Offered Securities not so subscribed for (for
purposes of this Section 3.1.3, the "Excess Offered Securities") determined by
                                     -------------------------
dividing (x) the total number of Shares then owned by such fully participating
Rightholder by (y) the total number of Shares then owned by all fully
participating Rightholders who elected to purchase Offered Securities. The
procedure described in the preceding sentence shall be repeated until there are
no remaining Excess Offered Securities or until no Rightholder wishes to
purchase any additional Excess Offered Securities. If Loeb, the Company and/or
the Rightholders do not purchase all, but not less than all, of the Offered
Securities pursuant to Section 3.1.1.A, Section 3.1.2 and/or Section 3.1.3,
respectively, the Transferring Stockholder may, subject to Section 3.1.6, sell
the Offered Securities to a Third Party Purchaser in accordance with Section
3.1.5.

                         (b)  The right of each Rightholder to purchase the
remaining Offered Securities under subsection (a) above shall be exercisable by
delivering written notice of the exercise thereof, prior to the expiration of
the 15-day period referred to in subsection (a) above, to the Transferring
Stockholder with a copy to the Company and the other Rightholders. Each such
notice shall state (i) the number of Shares held by such Rightholder and (ii)
the number of Shares that such Rightholder is willing to purchase pursuant to
this Section 3.1.3. The failure of a Rightholder to respond within such 15-day
period to the Transferring Stockholder shall be deemed to be a waiver of such
Rightholder's rights under this Section 3.1.3, provided that each Rightholder
                                               --------
may waive its rights under this Section 3.1.3 prior to the expiration of such
15-day period by giving written notice to the Transferring Stockholder, with a
copy to the Company.

               3.1.4     Closing.  The closing of any purchase of Offered
                         -------
Securities pursuant to this Section 3.1 shall be held at the executive office of
the Company at 10:00 a.m., local time, on the 30th day after (a) the giving by
Loeb of the notice contemplated by Section 3.1.1.A, if Loeb has proposed to
purchase all of the Offered Securities, (b) the giving by the Company of the
notice contemplated by Section 3.1.2, if

                                      -13-
<PAGE>

the Company has proposed to purchase all of the remaining Offered Securities or
(c) the earlier of (i) the giving by the last Rightholder of the notice
contemplated by Section 3.1.3(b) and (ii) the expiration of the 15-day period
referred to in Section 3.1.3(b), or at such other time and place as the parties
to the transaction may agree. At such closing, the Transferring Stockholder
shall deliver certificates representing the Offered Securities, duly endorsed
for transfer and accompanied by all requisite transfer taxes, if any, and such
Offered Securities shall be free and clear of any liens, claims, options,
charges, encumbrances or rights ("Liens") (other than those arising hereunder
                                  -----
and those attributable to actions by the purchasers) and the Transferring
Stockholder shall so represent and warrant, and shall further represent and
warrant that it is the sole beneficial and record owner of such Offered
Securities. Loeb, the Company or each Rightholder, as the case may be,
purchasing Offered Securities shall deliver at the closing payment of the
purchase price in full in immediately available funds for the Offered Securities
purchased by it or him. At such closing, all of the parties to the transaction
shall execute such additional documents as are otherwise necessary or
appropriate.

               3.1.5  Sale to a Third Party Purchaser. Unless Loeb, the Company
                      -------------------------------
and/or the Rightholders elect to purchase all, but not less than all, of the
Offered Securities under this Section 3.1, the Transferring Stockholder may,
subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser
on terms and conditions no less favorable to the Transferring Stockholder than
those set forth in the Offering Notice and at a purchase price per share no less
than the Offer Price; provided, however, that such sale is bona fide and made
                      --------  -------
pursuant to a contract entered into within ninety (90) days of the earlier to
occur of (a) the waiver by Loeb, the Company and/or the Rightholders of their
options to purchase the Offered Securities and (b) the expiration of the Option
Period (for purposes of this Section 3.1.5, the earlier of such dates being
referred to herein as the "Contract Date").  If such sale is not consummated
                           -------------
within ninety (90) days of the Contract Date for any reason, then the
restrictions provided for herein shall again become effective, and no transfer
of such Offered Securities may be made thereafter by the Transferring
Stockholder without again offering the same to the Company, the General Atlantic
Stockholders, the Additional Stockholders, Walker and Loeb in accordance with
this Section 3.1.

               3.1.6  Tag-Along Rights.
                      ----------------

                      (a)  If any Major Stockholder (the "Initiating
                                                          ----------
Stockholder") is transferring Offered Securities to any Person (other than a
-----------
Permitted Transferee) (for purposes of this Section 3.1.6, a "Third Party
                                                              -----------
Purchaser"), then each of the General Atlantic Stockholders, each of the
---------
Additional Stockholders and each of the Major Stockholders (who is not the
Initiating Stockholder) (each, a "Tag-Along Rightholder") shall have the right
                                  ---------------------
to sell to such Third Party Purchaser upon the terms and conditions set forth in
the Offering Notice, up to that number of Shares held by such Tag-Along
Rightholder equal to that percentage of the Offered Securities determined by
dividing (i) the total number of Shares then owned by such Tag-Along Rightholder
by (ii) the total number of Shares then owned by all such Tag-Along Rightholders
exercising their rights pursuant to this Section 3.1.6 plus the total number of
                                                       ----
Shares then owned by the Initiating Stockholder; provided that notwithstanding
                                                 --------
anything to the contrary set

                                      -14-
<PAGE>

forth in the Agreement, for purposes of this Section 3.1.6, a Permitted
Transferee of Loeb shall mean only those Persons described in clauses (b)(i),
(b)(ii) and (b)(iii) of Section 2.2 herein and this Section 3.1.6 shall apply to
transfers by any Loeb Stockholder to any Person other than those Persons
described in clauses (b)(i), (b)(ii) and (b)(iii) of Section 2.2 herein. Subject
to Section 3.1.6(b), the Transferring Stockholder and the Tag-Along
Rightholder(s), together, shall effect the sale of the Offered Securities and
such Tag-Along Rightholder(s) shall sell up to the number of Offered Securities
permitted to be sold pursuant to this Section 3.1.6(a), and the number of
Offered Securities to be sold to such Third Party Purchaser by the Initiating
Stockholder shall be reduced accordingly.

                    (b)  In order to exercise its right to sell Shares to a
Third Party Purchaser pursuant to this Section 3.1.6, a Tag-Along Rightholder
must agree to make substantially the same representations, warranties, covenants
and indemnities and other similar agreements as the Initiating Stockholder
agrees to make in connection with the proposed sale by it of Offered Securities
to a Third Party Purchaser; provided, however, that (i) the General Atlantic
                            --------  -------
Stockholders and the Additional Stockholders shall not be required to make any
representations and warranties concerning the business of the Company, (ii) any
representations and warranties made by the Tag-Along Rightholders shall be
several and not joint and (iii) any liability for indemnities given by a Tag-
Along Rightholder shall be capped at the amount received by such Tag-Along
Rightholder for its or his Shares. The Initiating Stockholder shall give notice
to each Tag-Along Rightholder of each proposed sale by it of Offered Securities
which gives rise to the rights of the Tag-Along Rightholders set forth in this
Section 3.1.6 at least thirty (30) days prior to the proposed consummation of
such sale, setting forth the name of the Initiating Stockholder, the number of
Offered Securities, the name and address of the proposed Third Party Purchaser,
the proposed amount and form of consideration and terms and conditions of
payment offered by such Third Party Purchaser, the percent of Shares that such
Tag-Along Rightholder may sell to such Third Party Purchaser (determined in
accordance with Section 3.1.6(a)) and a representation that such Third Party
Purchaser has been informed of the "tag-along" rights provided for in this
Section 3.1.6 and has agreed to purchase Shares in accordance with the terms
hereof. The tag-along rights provided by this Section 3.1.6 must be exercised by
such Tag-Along Rightholder wishing to sell its Shares within fifteen (15) days
following receipt of the notice required by the preceding sentence, by
delivery of a written notice to such Transferring Stockholder indicating such
Tag-Along Rightholder's wish to exercise its rights and specifying the number of
Shares (up to the maximum number of Shares owned by such Tag-Along Rightholder
permitted to be sold to such Third Party Purchaser) it wishes to sell, provided
                                                                       --------
that such Tag-Along Rightholder may waive its rights under this Section 3.1.6
prior to the expiration of such 15-day period by giving written notice to the
Initiating Stockholder, with a copy to the Company.  The failure of a Tag-Along
Rightholder to respond within such 15-day period shall be deemed to be a waiver
of such Tag-Along Rightholder's rights under this Section 3.1.6.  If such Third
Party Purchaser fails to purchase Shares from any Tag-Along Rightholder that has
properly exercised its tag-along rights pursuant to this Section 3.1.6(b), or if
such Initiating Stockholder has not delivered the notice contemplated by this
Section 3.1.6(b) (containing, without limitation, the representation required
therein) to each Tag-Along Rightholder, then, in either such

                                      -15-
<PAGE>

event, such Initiating Stockholder shall not be permitted to consummate the
proposed sale of the Offered Securities, and any such attempted sale shall be
null and void and the Company shall not register any such transfer.

          3.2  Proposed Voluntary Transfers by Loeb Stockholders.
               -------------------------------------------------

               3.2.1  Offering Notice.  Subject to Section 2, if any Loeb
                      ---------------
Stockholder (for purposes of this Section 3.2.1, a "Transferring Stockholder")
                                                    ------------------------
wishes to transfer all or any portion of its or his Shares to any Person (other
than a Permitted Transferee) (for purposes of this Section 3.2.1, a "Third Party
                                                                     -----------
Purchaser"), such Transferring Stockholder shall send written notice (for
---------
purposes of this Section 3.2.1, the "Offering Notice") to Walker, the Company,
                                     ---------------
the General Atlantic Stockholders and the Additional Stockholders who, in each
case, is not a Transferring Stockholder, which shall state (a) the number of
Shares proposed to be transferred (for purposes of this Section 3.2.1, the
"Offered Securities") and (b) the proposed purchase price per Share which the
 ------------------
Transferring Stockholder is willing to accept (for purposes of this Section
3.2.1, the "Offer Price"), provided that notwithstanding anything to the
            -----------    --------
contrary contained in this Agreement, for purposes of Section 3.2, a Permitted
Transferee of Loeb shall mean only those Persons described in clauses (b)(i) and
(b)(ii) of Section 2.2.  Upon delivery of the Offering Notice, such offer shall
be irrevocable unless and until the rights of first offer provided for herein
shall have been waived or shall have expired.

               3.2.2  Walker Option.  For a period of fifteen (15) days after
                      -------------
the giving of the Offering Notice pursuant to Section 3.2.1 (the "Walker Option
                                                                  -------------
Period"), Walker shall have the right (the "Walker Option") to purchase all but
------                                      -------------
not less than all of the Offered Securities at a purchase price equal to the
Offer Price and upon the terms and conditions set forth in the Offering Notice.
The right of Walker to purchase the Offered Securities under this Section 3.2.2
shall be exercisable by the delivery by Walker of a written notice of the
exercise thereof, prior to the expiration of the 15-day period referred to
above, to the Transferring Stockholder, with a copy to the Company, the General
Atlantic Stockholders and the Additional Stockholders, which notice shall state
Walker's intention to purchase the Offered Securities.  The failure of Walker to
respond within such 15-day period shall be deemed to be a waiver of Walker's
rights under Section 3.2.2.  Walker may waive his rights under Section 3.2.2
prior to the expiration of the 15-day period by giving written notice to the
Transferring Stockholder, with a copy to the Company, the General Atlantic
Stockholders and the Additional Stockholders.

               3.2.3  Company Option.  If Walker does not elect to purchase
                      --------------
all of the Offered Securities which it has the right to purchase pursuant to
Section 3.2.2, then for a period of fifteen (15) days after the earlier to occur
of (i) the expiration of the Walker Option Period pursuant to Section 3.2.2 or
(ii) the date upon which the Transferring Stockholder shall have received
written notice from Walker of his exercise of the Walker Option pursuant to
Section 3.2.2 or his waiver thereof (for purposes of this Section 3.2.3, the
"Company Option Period"), the Company shall have the right (the "Company
 ---------------------                                           -------
Option") to purchase any or all of the Offered Securities at a purchase price
------
equal to the Offer Price and upon the terms and conditions set forth in the
Offering Notice. The right of the Company to purchase any or all of the Offered
Securities under

                                      -16-
<PAGE>

this Section 3.2.3 shall be exercisable by delivering written notice of the
exercise thereof, prior to the expiration of the 15-day period referred to
above, to the Transferring Stockholder, with a copy to Walker, the General
Atlantic Stockholders and the Additional Stockholders (who, in each case, is not
a Transferring Stockholder), which notice shall state the number of Offered
Securities proposed to be purchased by the Company. The failure of the Company
to respond within such 15-day period shall be deemed to be a waiver of the
Company's rights under this Section 3.2.3. The Company may waive its rights
under this Section 3.2.3 prior to the expiration of the 15-day period by giving
written notice to the Transferring Stockholder, with a copy to Walker, the
General Atlantic Stockholders and the Additional Stockholders (who, in each
case, is not a Transferring Stockholder).

               3.2.4  Stockholder Option; Exercise.
                      ----------------------------

                      (a)  If the Company does not elect to purchase all of the
Offered Securities which it has the right to purchase pursuant to Section 3.2.3,
then for a period of fifteen (15) days after the earlier to occur of (i) the
expiration of the Company Option Period pursuant to Section 3.2.3 or (ii) the
date upon which the Transferring Stockholder shall have received written notice
from the Company of its exercise of the Company Option pursuant to Section 3.2.3
or its waiver thereof (for purposes of this Section 3.2.4, the "Option Period"),
                                                                -------------
each of the General Atlantic Stockholders and the Additional Stockholders (who,
in each case, is not a Transferring Stockholder) (each, for the purposes of this
Section 3.2.4 and Sections 3.2.5 and 3.2.6, a "Rightholder") shall have the
                                               -----------
right to purchase all, but not less than all, of the remaining Offered
Securities at a purchase price equal to the Offer Price and upon the terms and
conditions set forth in the Offering Notice.  Unless otherwise agreed among all
of the Rightholders, each such Rightholder shall have the right to purchase that
percentage of the remaining Offered Securities determined by dividing (i) the
total number of Shares then owned by such Rightholder by (ii) the total number
of Shares then owned by all such Rightholders.  If any Rightholder does not
fully subscribe for the number or amount of Offered Securities it or he is
entitled to purchase, then each other participating Rightholder shall have the
right to purchase that percentage of the Offered Securities not so subscribed
for (for purposes of this Section 3.2.4, the "Excess Offered Securities")
                                              -------------------------
determined by dividing (x) the total number of Shares then owned by such fully
participating Rightholder by (y) the total number of Shares then owned by all
fully participating Rightholders who elected to purchase Offered Securities.
The procedure described in the preceding sentence shall be repeated until there
are no remaining Excess Offered Securities or until no Rightholder wishes to
purchase any additional Excess Offered Securities.  If Walker, the Company
and/or the Rightholders do not purchase all, but not less than all, of the
Offered Securities pursuant to Section 3.2.2 and/or Section 3.2.3, respectively,
the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered
Securities to a Third Party Purchaser in accordance with Section 3.2.5.

                      (b)  The right of each Rightholder to purchase the
remaining Offered Securities under subsection (a) above shall be exercisable by
delivering written notice of the exercise thereof, prior to the expiration of
the 15-day period referred to in subsection (a) above, to the Transferring
Stockholder with a copy to

                                      -17-
<PAGE>

the Company and the other Rightholders. Each such notice shall state (i) the
number of Shares held by such Rightholder and (ii) the number of Shares that
such Rightholder is willing to purchase pursuant to this Section 3.2.4. The
failure of a Rightholder to respond within such 15-day period to the
Transferring Stockholder shall be deemed to be a waiver of such Rightholder's
rights under this Section 3.2.4, provided that each Rightholder may waive it s
                                 --------
rights under this Section 3.2.4 prior to the expiration of such 15-day period by
giving written notice to the Transferring Stockholder, with a copy to the
Company.

               3.2.5  Closing.  The closing of any purchase of Offered
                      -------
Securities pursuant to this Section 3.2 shall be held at the executive office of
the Company at 10:00 a.m., local time, on the 30th day after (a) the giving by
Walker of the notice contemplated by Section 3.2.2, if Walker has proposed to
purchase all of the Offered Securities, (b) the giving by the Company of the
notice contemplated by Section 3.2.3, if the Company has proposed to purchase
any or all of the Offered Securities or (c) the earlier of (i) the giving by the
last Rightholder of the notice contemplated by Section 3.2.4(b) and (ii) the
expiration of the 15-day period referred to in Section 3.2.4(b), or at such
other time and place as the parties to the transaction may agree. At such
closing, the Transferring Stockholder shall deliver certificates representing
the Offered Securities, duly endorsed for transfer and accompanied by all
requisite transfer taxes, if any, and such Offered Securities shall be free and
clear of any Liens (other than those arising hereunder and those attributable to
actions by the purchaser) and the Transferring Stockholder shall so represent
and warrant, and shall further represent and warrant that it is the sole
beneficial and record owner of such Offered Securities. Walker, the Company or
each Rightholder, as the case may be, purchasing Offered Securities shall
deliver at the closing payment of the purchase price in full in immediately
available funds for the Offered Securities purchased by it or him. At such
closing, all of the parties to the transaction shall execute such additional
documents as are otherwise necessary or appropriate.

               3.2.6  Sale to a Third Party Purchaser.  Unless Walker, the
                      -------------------------------
Company and/or the Rightholders elect to purchase all, but not less than all, of
the Offered Securities under this Section 3.2, the Transferring Stockholder may,
subject to Section 3.1.6, sell the Offered Securities to a Third Party Purchaser
on terms and conditions no less favorable to the Transferring Stockholder than
those set forth in the Offering Notice and at a purchase price per share no less
than the Offer Price; provided, however, that such sale is bona fide and made
                      --------  -------
pursuant to a contract entered into within ninety (90) days of the earlier to
occur of occur of (a) the waiver by Walker, the Company and/or the Rightholders
of their options to purchase the Offered Securities and (b) the expiration of
the Option Period (for purposes of this Section 3.2.6, the earlier of such dates
being referred to herein as the "Contract Date").  If such sale is not
                                 -------------
consummated within ninety (90) days of the Contract Date for any reason, then
the restrictions provided for herein shall again become effective, and no
transfer of such Offered Securities may be made thereafter by the Transferring
Stockholder without again offering the same to the Company, the General Atlantic
Stockholders, the Additional Stockholders and Walker in accordance with this
Section 3.2.

                                      -18-
<PAGE>

          3.3  Involuntary Transfers.
               ---------------------

               3.3.1  Rights of First Offer upon Involuntary Transfer. Subject
                      -----------------------------------------------
 to compliance with applicable law, if an Involuntary Transfer of any Shares
(the "Transferred Shares") owned by any Stockholder shall occur, then the
      ------------------
Company, the Major Stockholders, the General Atlantic Stockholders and the
Additional Stockholders (unless such Stockholder is the Involuntary Transferee)
(for the purpose of Section 3.3, the "Rightholders") shall have the same rights
                                      ------------
 as specified in Sections 3.1.2 and 3.1.3, respectively, with respect to such
Transferred Shares as if the Involuntary Transfer had been a proposed voluntary
transfer by a Transferring Stockholder and such transfer of the Transferred
Shares shall be governed by Section 3.1 except that (a) the time periods shall
run from the later of (i) the date of receipt by the Company of actual notice of
the Involuntary Transfer (and the Company shall immediately give notice to the
Rightholders of the date of receipt of such notice) and (ii) the date the
purchase price is agreed to pursuant to clause (d) below, (b) such rights shall
be exercised by notice to the transferee of such Transferred Shares (the
"Involuntary Transferee") rather than to the Stockholder who suffered or will
 ----------------------
suffer the Involuntary Transfer, (c) the Involuntary Transferee shall be
required to sell to the Company and/or the Rightholders all or any portion of
the Transferred Shares which the Company and/or the Rightholders notify such
Involuntary Transferee that they wish to purchase, and (d) the purchase price
per Transferred Share shall be agreed upon by the Involuntary Transferee and the
Company and/or the purchasing Rightholders, as the case may be; provided,
                                                                --------
however, that if such parties fail to agree as to such purchase price, the
-------
purchase price shall be the Fair Value thereof as determined in accordance with
Section 3.3.2 and provided further that in the event that the Company and/or the
                  -------- -------
Rightholders elect to purchase Shares pursuant to this Section 3.3.1, the
Company and/or the Rightholders, as the case may be, shall purchase, in their
respective percentages calculated in accordance with Sections 3.1.1 and/or
3.1.2, from the Minor Stockholders any Shares that the Minor Stockholders elect
to transfer pursuant to Section 4 of the Minor Stockholders Agreement and
pursuant to this Section 3.3.1, and the number of Shares purchased from the
Involuntary Transferee shall be reduced accordingly.

               3.3.2  Fair Value.  If the parties fail to agree upon the
                      ----------
purchase price of the Transferred Shares in accordance with Section 3.3.1
hereof, then the Company and/or the Rightholders shall purchase the Transferred
Shares at a purchase price equal to the Fair Value (as hereinafter defined)
thereof. The Fair Value of the Transferred Shares shall be determined by a panel
of three independent appraisers, which shall be nationally recognized investment
banking firms or nationally recognized experts experienced in the valuation of
corporations engaged in the business, or a business similar to the business,
conducted by the Company.  Within five (5) Business Days after the date the
applicable parties determine that they cannot agree as to the purchase price,
the Involuntary Transferee, on the one hand, and the Board of Directors and/or
the purchasing Rightholders, as the case be, on the other hand, shall each
designate one such appraiser that is willing and able to conduct such
determination.  If either the Involuntary Transferee, on the one hand, or the
Board of Directors and/or the purchasing Rightholders, as the case may be, on
the other hand, fails to make such designation within such period, then the
other party that has made the designation shall have the right to

                                      -19-
<PAGE>

make the designation on its behalf. The two appraisers designated shall, within
a period of five (5) Business Days after the designation of the second
appraiser, designate a third appraiser. The three appraisers shall conduct their
determination as promptly as practicable, and the Fair Value of the Transferred
Shares shall be the average of the determinations of the two appraisers that are
closer to each other than to the determination of the third appraiser, which
third determination shall be discarded; provided, however, that if the
                                        --------  -------
determinations of two appraisers are equally close to the determination of the
third appraiser, then the Fair Value of the Transferred Shares shall be the
average of the determinations of all three appraisers.  Such determination of
the Fair Value of the Transferred Shares shall be final and binding on the
Involuntary Transferee, the Company and the Rightholders.  The Involuntary
Transferee shall be responsible for the fees and expenses of the appraiser
designated by or on behalf of it, and the Company and/or the purchasing
Rightholders, as the case may be, shall be responsible for the fees and expenses
of the appraiser designated by or on behalf of the Board of Directors and/or the
purchasing Rightholders, as the case may be.  The Involuntary Transferee, on the
one hand, and the Company and/or the purchasing Rightholders, as the case may
be, on the other hand, shall each share half the fees and expenses of the
appraiser designated by the first two appraisers.  For purposes of this Section
3.3.2, the "Fair Value" of the Transferred Shares means the fair market value of
such Transferred Shares determined in accordance with this Section 3.3.2 based
upon all considerations that the appraisers determine to be relevant.

          3.3.3  Closing.  The closing of any purchase under this Section 3.3
                 -------
shall be held at the executive office of the Company at 10:00 a.m., local time,
on the 30th day after (a) the giving by the Company of the notice contemplated
by Section 3.3.1, if the Company has proposed to purchase all of the Transferred
Shares, or (b) the earlier of (i) the giving by the last Rightholder of the
notice contemplated by Section 3.3.1 and (ii) the expiration of the 15-day
period referred to in Section 3.3.1, or at such other time and place as the
parties to the transaction may agree.  At such closing, the Involuntary
Transferee shall deliver certificates, if applicable, or other instruments or
documents representing the Transferred Shares being purchased under this Section
3.3, duly endorsed with a signature guarantee for transfer and accompanied by
all requisite transfer taxes, if any, and such Transferred Shares shall be free
and clear of any Liens (other than those arising hereunder) arising through the
action or inaction of the Involuntary Transferee and the Involuntary Transferee
shall so represent and warrant, and further represent and warrant that it is the
beneficial owner of such Transferred Shares.  Each Rightholder purchasing such
Transferred Shares shall deliver at closing payment of the purchase price in
full in immediately available funds for such Transferred Shares.  At such
closing, all parties to the transaction shall execute such additional documents
as are otherwise necessary or appropriate.

          3.3.4  General.  In the event that the provisions of this Section 3.3
                 -------
shall be held to be unenforceable with respect to any particular Involuntary
Transfer, the Company and the Rightholders shall have the rights specified in
Sections 3.1.2 and 3.1.3, respectively, with respect to any transfer by an
Involuntary Transferee of such Shares, and each Rightholder agrees that any
Involuntary Transfer shall be subject to such rights, in which case the
Involuntary Transferee shall be deemed to be the Transferring

                                      -20-
<PAGE>

Stockholder for purposes of Sections 3.1.2 and 3.1.3 of this Agreement and shall
be bound by the provisions of Sections 3.1.2 and 3.1.3 and other related
provisions of this Agreement.

          3.4  Covenant.  Each of the Company and Loeb hereby covenant and agree
               --------
that it or he shall use best efforts to promptly cause the Minor Stockholders to
enter into a consent and waiver in which the Minor Stockholders consent and
agree that the Minor Stockholders Agreement shall not apply to any Shares
purchased by the General Atlantic Stockholders after March 9, 1998 or Time after
the date hereof.

     4.  Rights on Future Issuance of Shares.
         -----------------------------------

          4.1  Offering Notice.  Except for (a) capital stock or any other
               ---------------
security convertible into capital stock of the Company which may be issued to
employees, consultants or directors of the Company pursuant to any stock option
plan or other employee benefit arrangement approved by the Board of Directors,
(b) a subdivision of the outstanding shares of Common Stock into a larger number
of shares of Common Stock, (c) capital stock or any other security convertible
into capital stock of the Company issued in consideration of the acquisition by
the Company or any of its Subsidiaries of another Person, (d) capital stock or
any other securities convertible into or exchangeable for capital stock of the
Company issued upon or in connection with the exercise, conversion or exchange
of any Common Stock Equivalent (including, but not limited to, any adjustment of
the Series B Conversion Price (as defined in the Restated Certificate of
Incorporation) pursuant to Article FOURTH, Section B.7(g)(iii) and (iv) of the
Restated Certificate of Incorporation), or (e) any issuance or sale in
connection with an Excluded Transaction, if the Company wishes to issue any
shares of capital stock or any other security convertible into or exchangeable
for capital stock of the Company (collectively, "New Securities") to any Person
                                                 --------------
(the "Subject Purchaser") prior to the IPO Effectiveness Date, then the Company
      -----------------
shall offer such New Securities first to the General Atlantic Stockholders, the
Major Stockholders and the Additional Stockholders by sending written notice
(the "New Issuance Notice") to the General Atlantic Stockholders, the Major
      -------------------
Stockholders and the Additional Stockholders, which New Issuance Notice shall
state (a) the number of New Securities proposed to be issued and (b) the
proposed purchase price per share of the New Securities that the Company is
willing to accept (the "Proposed Price").  Upon delivery of the New Issuance
                        --------------
Notice, such offer shall be irrevocable unless and until the rights provided for
in Section 4.2 shall have been waived or shall have expired.

          Notwithstanding the foregoing, (x) in the event that, as a result of
any proposed issuance of securities referred to in clauses (a) through (e) above
prior to the IPO Effectiveness Date, the holdings of Time and its Affiliates in
the aggregate would drop below twenty-two and nine-tenths percent (22.9%) of the
Total Outstanding Capital Stock, such securities proposed to be issued shall be
considered New Securities (with respect to Time only) and the Company shall
deliver to Time a New Issuance Notice with respect to such number of New
Securities as shall be required to restore the aggregate holdings of Time and
its Affiliates to twenty-two and nine-tenths percent (22.9%) of the Total
Outstanding Capital Stock; provided, however, that in the event that the
                           -----------------
securities

                                      -21-
<PAGE>

to be issued which are considered New Securities pursuant to the foregoing
language are either (1) shares of Voting Common Stock to be issued pursuant to
the Investor Warrants to purchase up to 2,499,999 shares of Voting Common Stock
or (2) shares of Nonvoting Common Stock to be issued pursuant to certain stock
options to purchase an aggregate of 914,727 shares of Nonvoting Common Stock
with an exercise price of $3.00 per share which have been issued by the Company,
the Company and Time agree and acknowledge that the price per share which Time
shall pay for such Voting Common Stock or Nonvoting Common Stock, as
appropriate, shall be the Series C Conversion Price (as defined in the Restated
Certificate of Incorporation) then in effect, or (y) in the event that, as a
result of any proposed issuance of (i) Voting Common Stock or (ii) other shares
of the Company's capital stock with the same voting rights as the Voting Common
Stock (together, the "Combined Voting Shares") prior to the IPO Effectiveness
                      ----------------------
Date, the holdings of Time and its Affiliates of outstanding Combined Voting
Shares would drop below twenty and one-half of one percent (20.5%) of the
outstanding Combined Voting Shares, Time may, in its discretion, elect to
exchange (and upon receipt of Time's election to so exchange, the Company shall
exchange) that number of shares of Nonvoting Common Stock into an equal number
of shares of Voting Common Stock as shall be required to restore the aggregate
holdings of Time and its Affiliates to twenty and one-half of one percent
(20.5%) of the outstanding Combined Voting Shares.



          4.2  Exercise of Rights.
               ------------------

               (a) For a period of thirty (30) days after the giving of the New
Issuance Notice, the General Atlantic Stockholders, the Major Stockholders and
the Additional Stockholders (each, for the purpose of Section 4, a
Rightholder") shall have the right to purchase its Proportionate Percentage (as
-----------
hereinafter defined) of the New Securities at a purchase price equal to the
Proposed Price and upon the terms and conditions set forth in the New Issuance
Notice.  Each of the Rightholders shall have the right to purchase that
percentage of the New Securities determined by dividing (i) the total number of
Shares then owned by such Rightholder exercising its rights under this Section
4.2 by (ii) the total number of Shares then owned by all of the Rightholders
exercising their rights under this Section 4.2 (the "Proportionate Percentage").
                                                     ------------------------
If any Rightholder does not fully subscribe for the number or amount of New
Securities that it or he is entitled to purchase pursuant to the preceding
sentence, then each Major Stockholder, each General Atlantic Stockholder and
each Additional Stockholder who elected to purchase New Securities shall have
the right to purchase that percentage of the remaining New Securities not so
subscribed for (the "Excess New Securities") determined by dividing (x) the
                     ---------------------
total number of Shares then owned by such fully participating Rightholder by (y)
the total number of Shares then owned by all fully participating Rightholders
who elected to purchase Excess New Securities.  The procedure described in the
preceding sentence shall be repeated until there are no remaining Excess New
Securities or until no Rightholder wishes to purchase any additional Excess New
Securities.  Notwithstanding anything to the contrary contained in this
Agreement, the Minor Stockholders shall have the right to purchase shares
pursuant to this Section 4 in an amount no less than the amount they have the
right to receive pursuant to Section 13 of the Minor Stockholders Agreement.



                                      -22-
<PAGE>

               (b) The right of each Rightholder to purchase the New Securities
under subsection (a) above shall be exercisable by delivering written notice of
the exercise thereof, prior to the expiration of the 30-day period referred to
in subsection (a) above, to the Company, which notice shall state the amount of
New Securities that such Rightholder elects to purchase pursuant to Section
4.2(a). The failure of a Rightholder to respond within such 30-day period shall
be deemed to be a waiver of such Rightholder's rights under Section 4.2(a),
provided that each Rightholder may waive its rights under Section 4.2(a) prior
--------
to the expiration of such 30-day period by giving written notice to the Company.

               4.3 Closing.  The closing of the purchase of New Securities
                   -------
subscribed for by the Rightholders under Section 4.2 shall be held at the
executive offices of the Company at 10:00 a.m., local time, on the 45th day
after the giving of the New Issuance Notice pursuant to Section 4.1, or at such
other time and place as the parties to the transaction may agree.  At such
closing, the Company shall deliver certificates representing the New Securities
purchased by the participating Rightholders, duly registered in the names of
such Rightholders, and such New Securities shall be issued free and clear of all
Liens and the Company shall so represent and warrant, and further represent and
warrant that such New Securities shall be, upon issuance thereof to the
Rightholders and after payment therefor, duly authorized, validly issued, fully
paid and nonassessable.  The Rightholders purchasing the New Securities shall
deliver at the closing payment of the purchase price in full in immediately
available funds for the New Securities purchased by him or it.  At such closing,
all of the parties to the transaction shall execute such additional documents as
are otherwise necessary or appropriate.

               4.4 Sale to Subject Purchaser. Unless all of the New Securities
                   -------------------------
are purchased pursuant to Section 4.2, the Company may sell to the Subject
Purchaser all of the New Securities not purchased by the Rightholders pursuant
to Section 4.2 on terms and conditions that are no more favorable to the Subject
Purchaser than those set forth in the New Issuance Notice; provided, however,
                                                           --------  -------
that such sale is bona fide and made pursuant to a contract entered into within
90 days of the earlier to occur of (a) the waiver by the Rightholders of their
option to purchase the New Securities pursuant to Section 4.2 and (b) the
expiration of the 30-day period referred to in Section 4.2. If such sale is not
consummated within such 90-day period for any reason, then the restrictions
provided for herein shall again become effective, and no issuance and sale of
New Securities may be made thereafter by the Company without again offering the
same to the Rightholders in accordance with this Section 4. The closing of any
issue and sale to the Subject Purchaser pursuant to this Section 4.4 shall be
held at the time and place as the parties to the transaction may agree.

          5.   After-Acquired Securities; Agreement to be Bound.
               ------------------------------------------------

               5.1  After-Acquired Securities.  All of the provisions of this
                    -------------------------
Agreement shall apply to all of the Shares and Common Stock Equivalents now
owned or which may be issued or transferred hereafter to a Stockholder in
consequence of any additional issuance, purchase, exchange or reclassification
of any of such Shares or Common Stock Equivalents, corporate reorganization, or
any other form of recapitalization,

                                      -23-
<PAGE>

consolidation, merger, share split or share dividend, or which are acquired by a
Stockholder in any other manner.

          5.2  Agreement to be Bound.  The Company shall not issue any Shares or
               ---------------------
any Common Stock Equivalents to any Person not a party to this Agreement other
than issuances to employees, consultants or directors of the Company pursuant to
any stock option plan or other employee benefit arrangement approved by the
Board of Directors unless either (a) such Person has agreed in writing to be
bound by the terms and conditions of this Agreement pursuant to an instrument
substantially in the form attached hereto as Exhibit C-2 or (b) such Person has
                                             -----------
entered into an agreement with the Company restricting the transfer of its or
his Shares in form and substance reasonably satisfactory to the Major
Stockholders, the General Atlantic Stockholders and Time.  Upon becoming a party
to this Agreement, such Person shall be deemed to be, and shall be subject to
the same obligations as an Other  Stockholder hereunder.  Any issuance of Shares
or any Common Stock Equivalents by the Company in violation of this Section 5.2
shall be null and void ab initio.
                       -- ------

     6.  Corporate Governance.
         --------------------

          6.1  General.  From and after the execution of this Agreement, each
               -------
Stockholder shall vote its or his Shares at any regular or special meeting of
stockholders of the Company (a "Stockholders Meeting"), or in any written
                                --------------------
consent executed in lieu of such a meeting of stockholders (a "Written
                                                               -------
Consent"), and shall take all other actions necessary, to give effect to the
provisions of this Agreement (including, without limitation, Section 6.4 hereof)
and to ensure that the Charter Documents do not, at any time hereafter, conflict
in any respect with the provisions of this Agreement.  In addition, each
Stockholder shall vote its or his Shares at any Stockholders Meeting or act by
Written Consent with respect to such Shares, upon any matter submitted for
action by the Company's stockholders or with respect to which such Stockholder
may vote or act by Written Consent, in conformity with the specific terms and
provisions of this Agreement and the Charter Documents.

          6.2  Stockholder Actions.  In order to effectuate the provisions of
               -------------------
this Section 6, each Stockholder (a) hereby agrees that when any action or vote
is required to be taken by such Stockholder pursuant to this Agreement, such
Stockholder shall use its best efforts to call, or cause the appropriate
officers and directors of the Company to call, a Stockholders Meeting or to
execute or cause to be executed a Written Consent to effectuate such stockholder
action, (b) shall use its best efforts to cause the Board of Directors to adopt,
either at a meeting of the Board of Directors or by unanimous written consent of
the Board of Directors, all the resolutions necessary to effectuate the
provisions of this Agreement and (c) shall use its best efforts to cause the
Board of Directors to cause the Secretary of the Company, or if there be no
secretary, such other officer of the Company as the Board of Directors may
appoint to fulfill the duties of Secretary, not to record any vote or consent
contrary to the terms of this Section 6.

          6.3  Voting of Shares; Irrevocable Proxy.  Each of GAP 49 and GAP
               -----------------------------------
Coinvestment hereby grants to Walker and Loeb a proxy (limited as provided in
clause

                                      -24-
<PAGE>

(z) below) to vote its Series A Preferred Stock (and any Voting Common Stock
into which such Series A Preferred Stock may be converted), which proxy is
irrevocable and coupled with an interest, until the earlier of (i) the IPO
Effectiveness Date, or (ii) September 9, 2000; provided, however, the grant by
                                               -----------------
each such General Atlantic Stockholder of such proxy (x) shall not relieve the
Company of its obligation to provide each General Atlantic Stockholder all
notices, documents and other information provided, or required to be provided,
to other Stockholders in their capacity as Stockholders, (y) shall not restrict
any General Atlantic Stockholder from exercising its right as a stockholder to
attend and participate in Stockholders Meetings, other than to vote its
Preferred Stock (or Voting Common Stock into which such Preferred Stock has been
converted) and (z) shall not extend to the right of such General Atlantic
Stockholder to vote its Preferred Stock in any class vote to approve or
disapprove an amendment to the Company's Certificate of Incorporation referred
to in Section 242 of the Delaware General Corporation Law.

          6.4  Election of Directors; Number and Composition.
               ---------------------------------------------

          (a)  Each Stockholder shall vote its or his Shares at any Stockholders
Meeting, or act by Written Consent with respect to such Shares, and take all
other actions necessary to ensure that the number of directors constituting the
entire Board of Directors shall be not less than three (3) and not greater than
eight (8).

          (b)  So long as the General Atlantic Stockholders and/or any Affiliate
thereof in the aggregate own shares of Common Stock or Common Stock Equivalents
that represent (after giving effect to any adjustments) at least three percent
(3%) of the total number of shares of Common Stock outstanding on a fully
diluted basis, the General Atlantic Stockholders shall have the right to
designate one representative for election to the Board of Directors.  In all
events in which the General Atlantic Stockholders have elected to designate a
representative for election to the Board of Directors, each Stockholder shall
vote its or his shares at any Stockholders Meeting called for the purpose of
filling the positions on the Board of Directors, or in any Written Consent
executed for such purpose, for and to take all other actions necessary to ensure
the election to the Board of Directors, of one individual designated by the
General Atlantic Stockholders (who shall initially be William E. Ford) (the

"General Atlantic Director").
--------------------------

          (c) So long as Time and/or any Affiliate thereof in the aggregate own
shares of Common Stock or Common Stock Equivalents that represent (after giving
effect to any adjustments) at least three percent (3%) of the total number of
shares of Common Stock outstanding on a fully diluted basis, Time shall have the
right to designate one representative for election to the Board of Directors.
In all events in which Time has elected to designate a representative for
election to the Board of Directors, each Stockholder shall vote its or his
shares at any Stockholders Meeting called for the purpose of filling the
positions on the Board of Directors, or in any Written Consent executed for such
purpose, for and to take all other actions necessary to ensure the election to
the Board of Directors, of one individual designated by Time (the "Time
                                                                   ----
Director").  In the event that Time does not designate a representative to the
Board of

                                      -25-
<PAGE>

Directors in accordance with the preceding two sentences, for so long as Time
and/or any Affiliate thereof has the right to so appoint a representative to the
Board of Directors, Time may, from time to time upon notice to the Company and
the Major Stockholders and GAP LLC on behalf of the General Atlantic
Stockholders, appoint a representative to attend meetings of the Board of
Directors or any committee thereof as an observer (the "Time Observer"). The
Time Observer shall not be entitled to vote at any meetings of the Board of
Directors. Except as contemplated by Section 6.7, the Time Observer shall not
have any duties, responsibilities or liability by virtue of attendance at such
meetings or the failure to attend the same. The Company shall notify the Time
Observer of all Board of Directors meetings at the same time as the Company
notifies directors of such meetings and the Time Observer shall be entitled to
receive all written materials directors are entitled to receive. The Time
Observer shall be indemnified by the Company for his acts and omissions in such
capacity to the same extent as directors of the Company are indemnified for
their acts and omissions as directors of the Company and shall, to the extent
possible, be afforded coverage under the Company's errors and omissions
insurance policy as an additional named insured. Upon the designation of a Time
Director in accordance with the first two sentences of this Section 6.4(c), Time
shall not be entitled to appoint a Time Observer until such time as a Time
Director is no longer serving. Time hereby elects initially to appoint a Time
Observer, who shall be Don Logan until such time as Time may give notice
otherwise hereunder.

          6.5  Removal and Replacement of Directors.
               ------------------------------------

               (a) Removal of General Atlantic Director. If the General Atlantic
                   ------------------------------------
Stockholders notify the other Stockholders of their wish to remove the General
Atlantic Director, at any time and for any reason (or no reason), then each
Stockholder shall vote all of its or his Shares so as to remove such General
Atlantic Director. Except as provided in the preceding sentence, the General
Atlantic Director shall not be removed except for Director's Cause.

               (b) Replacement of General Atlantic Director. If at any time, a
                   ----------------------------------------
vacancy is created on the Board of Directors by reason of the incapacity, death,
removal or resignation of the General Atlantic Director, then the General
Atlantic Stockholders shall designate an individual to fill such vacancy until
the next Stockholders Meeting.

               (c) Removal of Time Director. If Time notifies the other
                   ------------------------
Stockholders of its wish to remove the Time Director, at any time and for any
reason (or no reason), then each Stockholder shall vote all of its or his Shares
so as to remove such Time Director. Except as provided in the preceding
sentence, the Time Director shall not be removed except for Director's Cause.

               (d) Replacement of Time Director. If at any time, a vacancy is
                   ----------------------------
created on the Board of Directors by reason of the incapacity, death, removal or
resignation of the Time Director, then Time shall designate an individual to
fill such vacancy until the next Stockholders Meeting.



                                      -26-
<PAGE>

          6.6  Reimbursement of Expenses.  Notwithstanding anything to the
               -------------------------
contrary contained in this Agreement, the Company shall reimburse the General
Atlantic Stockholders and Time, or their respective designees, for all
reasonable travel and accommodation expenses incurred by any General Atlantic
Director, Time Director or Time Observer, as applicable, in connection with the
performance of their duties as directors of the Company or the attendance of
meetings by the Time Observer as contemplated in Section 6.4(c), in each case
upon presentation of appropriate documentation therefor.

          6.7  Confidentiality; Noncompete.
               ---------------------------

          6.7.1  Company Confidential Information.  Each Stockholder recognizes
                 --------------------------------
and acknowledges that:  (a) such Stockholder shall acquire information that
could include, in whole or in part, information concerning the Company's
financial affairs, business strategy, know-how, marketing, suppliers, customers,
accounting, business relationships, employees and trade secrets or other
confidential or proprietary information belonging to the Company or relating to
the Company's affairs (collectively, the "Company Confidential Information");
                                          --------------------------------
(b) the Company Confidential Information is the property of the Company; (c) the
use, misappropriation or disclosure of the Company Confidential Information
would constitute a breach of trust and could cause irreparable injury to the
Company; and (d) it is essential to the protection of the Company's good will
and to the maintenance of the Company's competitive position that the Company
Confidential Information be kept secret. Each Stockholder covenants that he
shall not, without the prior written consent of the Company in each instance,
divulge or disclose to anyone other than an officer, director, employee, or
authorized representative of the Company or such Stockholder any Company
Confidential Information or use any Company Confidential Information for any
purpose other than for the benefit of the Company, nor shall the Stockholder
cause or permit any other person controlled by him to do any of the foregoing;
provided, however, that this restriction shall not apply to (i) any Company
--------  -------
Confidential Information that is in the public domain (either generally or in
the industry in which the Company operates) as of the date hereof or enters the
public domain without breach of this Agreement by such Stockholder, (ii) any use
and disclosure of Company Confidential Information in the proper conduct of the
business of the Company and consistent with the instructions of the Company,
(iii) any Company Confidential Information that such Stockholder is required to
disclose pursuant to an order, subpoena or request of a court of competent
jurisdiction or another government agency or is otherwise legally required to be
disclosed, (iv) Company Confidential Information that is known by such
Stockholder or its Affiliates, or any of their respective officers, directors,
employees, agents or representatives (collectively "Representatives") as of the
date hereof or is developed by such Stockholder or its Representatives
independent of the disclosure of such information hereunder by the Company, (v)
Company Confidential Information that is lawfully received by such Stockholder
or its Representatives from a source other than the Company provided that such
source is not known by such Stockholder or its Representatives to have breached
any obligation of confidence owed to the Company with respect to such
information and (vi) any disclosure by GAP LP, GAP 49 or GAP 60 to (a) members
of GAP LLC, (b) employees of General Atlantic Service Corporation or (c) any
limited partner of GAP Coinvestment,

                                      -27-
<PAGE>

GAP Coinvestment II, GAP LP, GAP 49 or GAP 60 consistent with GAP
Coinvestment's, GAP Coinvestment II's, GAP LP's, GAP 49's or GAP 60's periodic
reporting requirements.

          6.7.2   Stockholder Confidential Information. (a) Each Major
                  ------------------------------------
Stockholder recognizes and acknowledges that:  (i) such Major Stockholder shall
acquire information that could include, in whole or in part, information
concerning the  financial affairs, business strategy, know-how, marketing,
suppliers, customers, accounting, business relationships, employees and trade
secrets of the General Atlantic Stockholders or other confidential or
proprietary information belonging to the General Atlantic Stockholders or
relating to the General Atlantic Stockholders' affairs (collectively, the "GAP
                                                                           ---
Confidential Information"); (ii) the GAP Confidential Information is the
------------------------
property of the General Atlantic Stockholders; (iii) the use, misappropriation
or disclosure of the GAP Confidential Information would constitute a breach of
trust and could cause irreparable injury to the General Atlantic Stockholders;
and (iv) it is essential to the protection of the General Atlantic Stockholders'
good will and to the maintenance of the General Atlantic Stockholders'
competitive position that the GAP Confidential Information be kept secret.  Each
Major Stockholder and Additional Stockholder covenants that he shall not,
without the prior written consent of the General Atlantic Stockholders in each
instance, divulge or disclose to anyone any GAP Confidential Information or use
any GAP Confidential Information for any purpose, nor shall such Major
Stockholder or Additional Stockholder cause or permit any other person
controlled by him to do any of the foregoing; provided, however, that this
                                              --------  -------
restriction shall not apply to (w) any GAP Confidential Information that is in
the public domain (either generally or in the industry in which the General
Atlantic Stockholders operate) as of the date hereof or enters the public domain
without breach of this Agreement by such Stockholder, (x) any GAP Confidential
Information that such Stockholder is required to disclose pursuant to an order,
subpoena or request of a court of competent jurisdiction or another government
agency or is otherwise legally required to be disclosed, (y) GAP Confidential
Information that is known by or in the possession of such Stockholder or its
Representatives as of the date hereof or is developed by such Stockholder or its
Representatives independent of the disclosure of such information hereunder by
the General Atlantic Stockholders, and (z) GAP Confidential Information that is
lawfully received by such Stockholder or its Representatives from a source other
than the Company or the General Atlantic Stockholders provided that such source
is not known by such Stockholder or its representatives to have breached any
obligation of confidence owed to the General Atlantic Stockholders.

          6.7.3   Time Confidential Information.  Each Major Stockholder
                  -----------------------------
recognizes and acknowledges that:  (i) such Major Stockholder shall acquire
information that could include, in whole or in part, information concerning the
financial affairs, business strategy, know-how, marketing, suppliers, customers,
accounting, business relationships, employees and trade secrets of Time or other
confidential or proprietary information belonging to Time or relating to Time's
affairs (collectively, the "Time Confidential Information"); (ii) the Time
                            -----------------------------
Confidential Information is the property of Time ; (iii) the use,
misappropriation or disclosure of the Time Confidential Information would
constitute a breach of trust and could cause irreparable injury to Time; and
(iv) it is

                                      -28-
<PAGE>

essential to the protection of Time's good will and to the maintenance of Time's
competitive position that the Time Confidential Information be kept secret. Each
Major Stockholder and Additional Stockholder covenants that he or it shall not,
without the prior written consent of Time in each instance, divulge or disclose
to anyone any Time Confidential Information or use any Time Confidential
Information for any purpose, nor shall such Major Stockholder or Additional
Stockholder cause or permit any other person controlled by him to do any of the
foregoing; provided, however, that this restriction shall not apply to (w) any
           -----------------
Time Confidential Information that is in the public domain (either generally or
in the industry in which Time operates) as of the date hereof or enters the
public domain without breach of this Agreement by such Stockholder, (x) any Time
Confidential Information that such Stockholder is required to disclose pursuant
to an order, subpoena or request of a court of competent jurisdiction or another
government agency having appropriate authority or is otherwise legally required
to be disclosed, (y) Time Confidential Information that is known by or in the
possession of such Stockholder or its Representatives as of the date hereof or
is developed by such Stockholder or its Representatives independent of the
disclosure of such information hereunder by Time and (z) Time Confidential
Information that is lawfully received by such Stockholder or its Representatives
from a source other than the Company or Time provided that such source is not
known by such Stockholder or its Representatives to have breached any obligation
of confidence owed to Time.

          6.7.4  Noncompete.  Each of Walker and Loeb agrees that during the
                 ----------
time that he is employed by the Company or, with respect to Loeb only, is a
director of the Company and for a period following the end of such employment
or, in the case of Loeb, service as a director of (a) two years in the event
that (1) he is terminated for Cause (as hereinafter defined) or (2) he
voluntarily terminates his employment with the Company or, with respect to Loeb
only, service to the Company as a director or (b) one year if he is otherwise
terminated (the applicable period being referred to herein as the "Noncompete
                                                                   ----------
Period"), he shall not directly or indirectly in any manner or under any
------
circumstance, own, invest in, participate in, manage, operate, organize, serve
as an employee, contractor, advisor or consultant to, or allow the use of his
name in connection with, any other company or business venture that provides
services substantially similar to the magazine subscription and other credit
card enhancement services provided by, and any other businesses that utilize
marketing through the use of materials included in credit card statements
engaged in by, the Company in or for the market of the United States of America
and Canada, except that Walker or Loeb, respectively, may hold a passive
investment of stock of less than five percent (5%) of outstanding shares in a
corporation whose shares are publicly traded. As used herein, the term "Cause"
                                                                        -----
shall mean (w) a reasonable determination by the Board of Directors that Walker
or Loeb has repeatedly refused to follow the reasonable directives made to such
Party by the Board, (x) the recklessness or willful misconduct in the
performance of duties assigned to Walker or Loeb by the Board, (y) indictment of
any felony or any misdemeanor involving moral turpitude or fraud, or (z)
financial dishonesty, including, without limitation, misappropriation of funds
or property of the Company, or any attempt by the Walker or Loeb to secure any
personal profit related to the business or business opportunities of the
Company.



                                      -29-
<PAGE>

              6.7.5  Non-Solicitation of Employees. Each of Walker and Loeb
                     -----------------------------
agree that during the Noncompete Period he shall not, directly or indirectly,
solicit or induce, or attempt to solicit or induce any employee of the Company
to leave the Company for any reason whatsoever, or hire any employee of the
Company.

              6.7.6  Other Business Activities of Time. The parties hereto
                     ---------------------------------
acknowledge that Time (and its Affiliates) may be interested or involved, now or
in the future, directly or indirectly, in various other businesses and
activities, including businesses that provide services substantially similar to
the magazine subscription and other credit card enhancement services provided
by, and other businesses that utilize marketing methods substantially similar to
or competitive with those engaged in by, the Company (the "Other Businesses")
Notwithstanding anything to the contrary in this Agreement, the parties hereto
acknowledge that the provisions of this Agreement shall be without prejudice to,
and shall not limit in any way, the rights of Time (or its Affiliates) to have
or undertake or pursue the Other Businesses and to receive and enjoy profits or
other compensation therefrom, and neither the Company nor any other party hereto
shall have any right to object to, or share or participate in, such Other
Businesses of Time or its Affiliates.

              6.7.7  No Presumption of Confidentiality. Each of the parties
                     ---------------------------------
hereto acknowledges and understands that the execution and delivery of this
Agreement or the receipt of any information by the other parties shall not be
deemed to be or construed as an admission by the receiving party of the
confidentiality, novelty, originality or proprietary nature of any of the
information disclosed to it or its representatives by any disclosing party or
its representatives.

              6.8   Remedies. In the event of the breach or a threatened any
                    --------
Stockholder of any of the provisions of Section 6.7, the Company, the General
Atlantic Stockholders or the Stockholders, in addition and supplementary to
other rights and remedies existing in its favor, may apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce or prevent any violations of the provisions
hereof (without posting a bond or other security).

              6.9   Financial Statements and Other Information. The Company
                    ------------------------------------------
shall deliver to each Major Purchaser:

                    6.9.1 within 90 days after the end of each fiscal year of
the Company, an audited balance sheet of the Company as at the end of such year
and audited statements of income and of cash flows of the Company for such year,
certified by certified public accountants of established national reputation
selected by the Company, and prepared in accordance with generally accepted
accounting principles ("GAAP") consistently applied;
                        ----

                    6.9.2 within 45 days after the end of each fiscal quarter of
the Company (other than the fourth quarter), an unaudited balance sheet of the
Company as at the end of such quarter, and unaudited statements of income and of
cash flows of the

                                      -30-
<PAGE>

Company for such fiscal quarter and for the current fiscal year to the end of
such fiscal quarter; and

                         6.9.3. such other notices, information and data with
respect to the Company as the Company delivers to the holders of its capital
stock at the same time it delivers such items to such holders.

                  Notwithstanding the foregoing, the Company will deliver to
each Major Purchaser the information described in Sections 6.9.1 and 6.9.2 as
soon as reasonably practicable after its presentation to the Board of Directors
and, upon request of any Major Purchaser who is subject to the reporting
requirements of Section 13 of the Exchange Act (or whose Affiliate is subject to
such reporting requirements such that disclosure with respect to such Major
Purchaser is required thereby), the Company will use reasonable efforts to
provide such Major Purchaser with such information and assistance as may
reasonably be requested by it for purposes of complying with such reporting
requirements on a timely basis.

                  The foregoing financial statements shall be prepared on a
consolidated basis if the Company then has any subsidiaries. Prior to the
closing of the Initial Public Offering, the financial statements delivered
pursuant to Subsections 6.9.1 and 6.9.2 above shall be accompanied by a
certificate of the chief financial officer of the Company stating that such
statements have been prepared in accordance with GAAP consistently applied
(except as noted) and fairly present the financial condition and results of
operations of the Company at the date thereof and for the periods covered
thereby. For purposes of this Agreement, the term "Major Purchaser" shall mean
                                                   ---------------
Time and GAP LLC, as the representative of the General Atlantic Stockholders, so
long as such Major Purchaser continues to own not less than five percent (5%) of
the Total Outstanding Shares. For purposes of determining the number of Shares
held by a Major Purchaser: (i) the foregoing numbers shall be adjusted for any
stock splits, stock dividends, recapitalizations or similar events; (ii) Shares
shall include Shares which have been converted into Common Stock so long as such
Common Stock is held by such Major Purchaser; and (iii) Shares shall include
Shares held by affiliates of such Major Purchaser and, with respect to a Major
Purchaser that is a corporation or partnership, Shares distributed to and held
by its shareholders and partners.

         7.       Stock Certificate Legend. A copy of this Agreement shall be
                  ------------------------
filed with the Secretary of the Company and kept with the records of the
Company. Each certificate representing Shares now held or hereafter acquired by
any Stockholder shall for as long as this Agreement is effective bear legends as
required by any applicable state securities laws and substantially in the
following forms:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION OF THE
          ---
         UNITED STATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
         ACT AND UNDER

                                      -31-
<PAGE>

         THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
         OPINION OF COUNSEL TO SYNAPSE GROUP, INC. (THE "COMPANY") OR
         OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF
         REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND
         SUCH LAWS.

         THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR
         OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF
                                    --------
         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED
         BY THE TERMS OF THE SECOND AMENDED AND RESTATED STOCKHOLDERS
         AGREEMENT, DATED AS OF JUNE 23, 2000 (THE "STOCKHOLDERS
         AGREEMENT"), AMONG THE COMPANY AND THE OTHER STOCKHOLDERS
         NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF
         SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL
         THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF
         THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF
         THE STOCKHOLDERS AGREEMENT, TOGETHER WITH A COPY OF THE
         EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR
         CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS
         AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS
         CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT
         OF A WRITTEN REQUEST THEREFOR.

         8.       Limitations on Time's Rights.
                  ----------------------------

                  8.1 Generally. Notwithstanding anything to the contrary
                      ---------
elsewhere in this Agreement, Time agrees that after the IPO Effectiveness Date
until June 30, 2002, Time and its Affiliates shall not own at any time more than
an aggregate of the greater of (i) 30% of the issued and outstanding Common
Stock or (ii) that percentage of the issued and outstanding Common Stock equal
to a fraction, the numerator of which is the number of Shares owned by Time on
the IPO Effectiveness Date and the denominator of which is the issued and
outstanding Common Stock on the IPO Effectiveness Date (including the shares of
capital stock issued in the Initial Public Offering); provided, however, that
                                                      --------  -------
this Section 8 shall terminate without further action on the part of any party
to this Agreement: (A) upon (1) the consummation of a sale by a Stockholder (or
any transferee of a Stockholder) to an unaffiliated third party of thirty
percent (30%) or more of the issued and outstanding shares of Common Stock, or
(2) the consummation of a sale by a Stockholder (or any transferee of a
Stockholder) to a third party of shares of Common Stock which, taken together
with any shares of Common Stock sold by Stockholders (or transferees of
Stockholders) within the previous six (6) months, equals thirty percent (30%) or
more of the issued and outstanding Common Stock (measured as of the most

                                      -32-
<PAGE>

recent sale); or (B) in the event that the Company receives a binding written
offer from Time, acceptable to the Company, for the acquisition by Time of all
of the issued and outstanding stock or assets of the Company; provided, further,
                                                              --------  -------
Time agrees and acknowledges that if such acquisition is not consummated within
ninety (90) days following the date of such binding written offer, the
provisions of this Section 8 shall remain in full force and effect without
further action on the part of any party to this Agreement. Notwithstanding
anything to the contrary herein, the Board of Directors may in its sole
discretion waive the provisions of this Section 8.1 and such waiver shall be
binding upon all the parties to this Agreement.

                  8.2 Agreements by Loeb. Prior to the termination of this
                      ------------------
Section 8, Loeb shall give Time seven (7) business days prior written notice
(unless otherwise prohibited by law) of any proposed sale by Loeb or his
Affiliates of shares of Common Stock in an amount which either equals three
percent (3%) or more of the issued and outstanding Common Stock or, taken
together with any shares of Common Stock previously sold by Loeb and his
Affiliates within the previous six (6) months, equals three percent (3%) or more
of the issued and outstanding Common Stock (measured as of the most recent
sale). Notwithstanding the prohibitions contained in Section 8.1 above, in the
event that Loeb or his Affiliates (i) propose to sell shares of Common Stock to,
or have received an offer to purchase shares of Common Stock from, an
unaffiliated third party which, combined with any other sales or proposed sales
by them after the date hereof, would be equal to or greater than five percent
(5%) of the issued and outstanding shares of Common Stock, or (ii) after the
date hereof have sold an aggregate of five percent (5%) of the issued and
outstanding Common Stock to one or more unaffiliated third party purchasers and
Loeb or his Affiliates either propose to sell additional shares to, or have
received an offer to purchase additional shares from, an unaffiliated third
party, Loeb shall give Time written notice (unless otherwise prohibited by law)
at least seven (7) business days before he or his Affiliates enter into a
binding commitment for such sale. Such notice shall describe the number of
shares to be sold by Loeb and his Affiliates. Time shall have the right to
negotiate with Loeb and his Affiliates prior to the expiration of the notice
period for the purchase of such shares proposed to be sold by Loeb and his
Affiliates and if Loeb and his Affiliates and Time agree on terms, to purchase
such shares; provided, however, neither Loeb nor his Affiliates shall be
             --------  -------
obligated to sell such shares to Time.

                  8.3 Agreements by the General Atlantic Stockholders.
                      -----------------------------------------------
Notwithstanding the prohibitions contained in Section 8.1 above, in the event
that the General Atlantic Stockholders (i) propose to sell shares of Common
Stock to, or have received an offer to purchase shares of Common Stock from, an
unaffiliated third party which, combined with any other sales or proposed sales
by them after the date hereof, would be equal to or greater than five percent
(5%) of the issued and outstanding shares of Common Stock, or (ii) after the
date hereof have sold an aggregate of five percent (5%) of the issued and
outstanding Common Stock to one or more unaffiliated third party purchasers and
the General Atlantic Stockholders either propose to sell additional shares to,
or have received an offer to purchase additional shares from, an unaffiliated
third party, GAP LLC on behalf of the General Atlantic Stockholders shall give
Time written notice (unless otherwise prohibited by law) at least five (5)
business days before any

                                      -33-
<PAGE>

General Atlantic Stockholder enters into a binding commitment for such sale;
provided, however, that the provisions of this sentence shall not apply to a
--------  -------
General Atlantic Excluded Transaction (as defined below). Such notice shall
describe the number of shares to be sold by the General Atlantic Stockholders.
Time shall have the right to negotiate with the General Atlantic Stockholders
prior to the expiration of the notice period for the purchase of such shares
proposed to be sold by the General Atlantic Stockholders and, if the General
Atlantic Stockholders and Time agree on terms, to purchase such shares;
provided, however, the General Atlantic Stockholders shall not be obligated to
--------  -------
sell such shares to Time. A "General Atlantic Excluded Transaction" means (x) a
                             -------------------------------------
sale of securities by any General Atlantic Stockholder in a transaction
complying with the manner of sale provisions contained in Rule 144(f)
promulgated under the Securities Act, (y) a sale of securities by any General
Atlantic Stockholder in a public offering of equity securities of the
Company pursuant to an effective Registration Statement filed under the
Securities Act and (z) a distribution of securities by any General Atlantic
Stockholder to its general or limited partners.

         9.       Miscellaneous.
                  -------------

                  9.1 Notices. All notices, demands or other communications
                      -------
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first class mail, return receipt requested, telecopier,
courier service, overnight mail or personal delivery to the addresses listed on
Schedule 9.1 hereto. Any party may by notice given in accordance with this
------------
Section 9.1 designate another address or Person for receipt of notices
hereunder. All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by courier
or overnight mail, if delivered by commercial courier service or overnight mail;
five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed, and when receipt is mechanically acknowledged, if properly telecopied.

                  9.2 Successors and Assigns. This Agreement shall be binding
                      ----------------------
upon and inure to the benefit of the parties and their respective successors,
permitted assigns, heirs, legatees and legal representatives. This Agreement is
not assignable except in connection with a transfer of Shares in accordance with
this Agreement.

                  9.3 Amendment and Waiver.
                      --------------------

                      (a)    Except as specifically set forth in this Agreement,
no failure or delay on the part of any party hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to the parties hereto at law, in equity or
otherwise.

                      (b)    Any amendment, supplement or modification of or to
any provision of this Agreement, any waiver of any provision of this Agreement,
and any consent to any departure by any party from the terms of any provision of
this Agreement,
                                      -34-
<PAGE>

shall be effective only if it is made or given in writing and signed by (i) the
Company, (ii) the Major Stockholders holding Shares representing at least eighty
(80) percent of the Shares owned by all of the Major Stockholders, (iii) the
General Atlantic Stockholders holding Shares representing at least a majority of
the Shares owned by all of the General Atlantic Stockholders and (iv) Time;
provided, however, that Walker, Time and Loeb shall be permitted to amend,
--------  -------
supplement, modify, waive or consent to depart from Section 3.2 if such
amendment, supplement, modification, waiver or consent shall not have an adverse
effect on any General Atlantic Stockholder. Any amendment, supplement,
modification, waiver or consent pursuant to this Section 9.3 shall be binding
upon the Company and all of the Stockholders.

                  9.4 Authorization to Modify Restrictions. It is the intention
                      ------------------------------------
of the parties that the provisions of Section 6.7 hereof shall be enforceable to
the fullest extent permissible under applicable law, but that the
unenforceability (or modification to conform to such law) of any provision or
provisions hereof shall not render unenforceable, or impair, the remainder
thereof. If any provision or provisions hereof shall be deemed invalid or
unenforceable, either in whole or in part, this Agreement shall be deemed
amended to delete or modify, as necessary, the offending provision or provisions
and to alter the bounds thereof in order to render it valid and enforceable.

                  9.5 Counterparts. This Agreement may be executed in one or
                      ------------
more counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.

                  9.6 Specific Performance. The parties hereto intend that each
                      --------------------
of the parties have the right to seek damages or specific performance in the
event that any other party hereto fails to perform such party's obligations
hereunder. Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against whom such action or proceeding
is brought hereby waives any claim or defense therein that the plaintiff party
has an adequate remedy at law.

                  9.7 Headings.  The headings in this Agreement are for
                      --------
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  9.8 GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE
                      ---------------------------
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION. The
parties hereto agree that any suit, action or proceeding instituted against any
of them with respect to this Agreement (including any exhibits hereto) shall be
brought in any federal or state court located in New York, New York. The parties
hereto, by the execution and delivery of this Agreement, irrevocably waive any
objection or defense to the institution of any action in New York, New York
based on improper venue, the convenience of the forum or the jurisdiction of
such courts, or to the execution of judgments resulting therefrom, and the
parties hereto irrevocably accept and submit to the jurisdiction of the
aforesaid courts in any suit, action or proceeding and consent to the service of
process by certified mail at the address listed on Schedule 9.1 hereto.
                                                   ------------
                                      -35-
<PAGE>

                  9.9  Severability. If any one or more of the provisions
                       ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

                  9.10 Entire Agreement. This Agreement, together with the
                       ----------------
exhibits hereto, is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein or therein. This
Agreement, together with the exhibits hereto, supersedes all prior agreements
and understandings between the parties with respect to such subject matter,
including, without limitation, the Original Agreement.

                  9.11 Term of Agreement. This Agreement shall become effective
                       -----------------
upon the execution hereof and shall terminate upon the IPO Effectiveness Date.
Notwithstanding any provision to the contrary contained herein, Sections 6.7 and
8 shall survive the termination of this Agreement.

                  9.12 Further Assurances. Each of the parties shall, and shall
                       ------------------
cause their respective Affiliates to, execute such instruments and take such
action as may be reasonably required or necessary to carry out the provisions
hereof and the transactions contemplated hereby.

                  9.13 Pronouns.  All pronouns and any variations thereof
                       --------
refer to the masculine, feminine and neuter, singular or plural, as the context
may require.

                  9.14 Waivers/Consents to Amendments. Pursuant to Section
                       ------------------------------
9.3(b) of the Original Agreement, each of the Company, the General Atlantic
Stockholders, Loeb, Walker and the Walker Trust, on behalf of himself or itself
and the other Stockholders, (a) hereby waive any and all rights contained in the
Original Agreement and this Agreement with respect to: (i) the sale by the
Company to Time of shares of Series C Preferred Stock pursuant to the Purchase
Agreement; (ii) the sale by Walker to Time of shares of Voting Common Stock and
Nonvoting Common Stock pursuant to the Walker Sale Agreement; (iii) the sale by
Walker to Arena Capital Investment Fund, L.P. ("Arena") of (A) 1,250,000 shares
                                                -----
of Nonvoting Common Stock for $8.00 per share and (B) an option to purchase an
additional 625,000 shares of Voting Common Stock for an exercise price of $8.00
per share pursuant to that Securities Purchase Agreement, dated as of March 20,
2000, between Walker and Arena, as amended by that Amendment to Securities
Purchase Agreement dated as of April 28, 2000; and (iv) the sale by the Company
to Stuart Bell of 350,000 shares of Nonvoting Common Stock pursuant to that
Consulting Agreement between the Company and Stuart Bell, dated as of December
31, 1999, as amended by that First Amendment to Consulting Agreement dated as of
January 19, 2000, and (b) consent to the amendment of the terms of the Original
Agreement as contained in this Agreement.

                                      -36-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed, or have cause to be
executed, this Stockholders Agreement on the date first written above.

                                  SYNAPSE GROUP, INC.

                                  By: /s/ Michael R. Loeb
                                      --------------------------------------
                                      Name:  Michael Loeb
                                      Title: President

                                  GENERAL ATLANTIC PARTNERS 46, L.P.

                                  By: GENERAL ATLANTIC PARTNERS, LLC,
                                      its General Partner

                                      By:  /s/ Matthew Nimitz
                                           ---------------------------------
                                           Name:   Matthew Nimitz
                                           Title:  A Managing Member

                                  GENERAL ATLANTIC PARTNERS 49, L.P.

                                  By: GENERAL ATLANTIC PARTNERS, LLC,
                                      its General Partner

                                  By: /s/ Matthew Nimitz
                                      --------------------------------------
                                      Name:  Matthew Nimitz
                                      Title: A Managing Member

                                  GENERAL ATLANTIC PARTNERS 60, L.P.

                                  By: GENERAL ATLANTIC PARTNERS, LLC,
                                      its General Partner

                                  By: /s/ Matthew Nimitz
                                      --------------------------------------
                                      Name:  Matthew Nimitz
                                      Title: A Managing Member

                                      -37-
<PAGE>

                                  GAP COINVESTMENT PARTNERS, L.P.

                                  By:  /s/ Matthew Nimitz
                                       -------------------------------------
                                       Name:  Matthew Nimitz
                                       Title: A General Partner

                                  GAP COINVESTMENT PARTNERS II, L.P.


                                  By:  /s/ Matthew Nimitz
                                       -------------------------------------
                                       Name:  Matthew Nimitz
                                       Title: A General Partner

                                       /s/ Michael R. Loeb
                                       -------------------------------------
                                       MICHAEL LOEB

                                       /s/ Jay Walker
                                       -------------------------------------
                                       JAY WALKER


                                  THE JAY S. WALKER IRREVOCABLE CREDIT TRUST

                                  By:  /s/ Harry E. Peden III
                                       -------------------------------------
                                       Harry E. Peden III, Trustee

                                  By:  /s/ Eileen Walker
                                       -------------------------------------
                                       Eileen Walker, Trustee

                                  NSSI HOLDINGS INC.

                                  By:  /s/ Jeremy B. Koch
                                       --------------------------------------
                                       Name:  Jeremy B. Koch
                                       Title: President

                                      -38-
<PAGE>

                                  THE LOEB FAMILY LIMITED PARTNERSHIP

                                  By:  /s/ Michael R. Loeb
                                       ---------------------------------
                                       Michael Loeb, General Partner

                                      -39-
<PAGE>

                                   SCHEDULE 1
                                   ----------

                                 Other Investors
                                 ---------------

1.   Campana Limited Partnership
2.   Tas Parafestas, as Trustee of the Gore Creek Trust
3.   NS Investors Limited Partnership
4.   Allen & Company, Incorporated
5.   Hiwan Holdings, Inc.
6.   Brentwood Investment Fund, LLC
7.   Gage Marketing Group, LLC
8.   Promerica Capital, LLC
9.   WFIP I, LLC
10.  Marshall R. Loeb and Elizabeth P. Loeb
11.  Thomas J. Litle IV
12.  David Hamblett and Patricia Hamblett
13.  David Clancey
14.  Shirley Singleton
15.  Kevin Manion
16.  Margaret Loeb, Trustee u/ The Michael Loeb Irrevocable Trust f/b/o Michael
     Roberts Loeb dated December 28, 1995
17.  Margaret Loeb, Trustee u/ The Michael Loeb Irrevocable Trust f/b/o
     Katherine Elizabeth Loeb dated December 28, 1995
18.  Nancy Halpern, as Trustee of The Michael Loeb Irrevocable Trust u/a dated
     3/24/99 f/b/o Marc David Loeb
19.  Nancy Halpern, as Trustee of The Michael Loeb Irrevocable Trust u/a dated
     3/24/99 f/b/o Jeremy Paul Loeb
20.  Nancy Halpern, as Trustee of The Michael Loeb Irrevocable Trust u/a dated
     3/24/99 f/b/o Carolyn Rose Loeb.
21.  Nancy Peretsman
22.  Harry E. Peden, III
23.  Joseph Hanson