STOCKHOLDERS AGREEMENT

Exhibit 10.2

EXECUTION COPY

STOCKHOLDERS AGREEMENT

among

Toys “R” Us Holdings, Inc.

Funds managed by Bain Capital Partners, LLC or its Affiliates,

Toybox Holdings LLC,

Vornado Truck LLC and

certain other Persons

Dated as of July 21, 2005

TABLE OF CONTENTS

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this “ Agreement ”) is made as of July 21, 2005 by and among:

RECITALS

1. The Company is authorized by its Certificate of Incorporation to issue capital stock consisting of 495,000,000 shares of its Class A Common Stock, par value $0.01 per share (the “ Class A Common ”), and 55,000,000 shares of its Class L Common Stock, par value $0.01 per share (the “ Class L Common ” and together with the Class A Common, the “ Common Stock ”).

2. As of the date hereof, Bain, KKR, Vornado and the other Persons listed on the signature pages hereto own the number of shares of Common Stock set forth opposite their names on Schedule I attached hereto.

3. As of or after the date hereof, certain managers of the Company and its Subsidiaries may purchase shares of Common Stock, or receive Options exercisable for shares of Common Stock, pursuant to the Company’s 2005 Management Equity Plan, as amended from time to time in accordance with its terms (the “ Management Equity Plan ”). With respect to any Common Stock purchased under the Management Equity Plan, or any Common Stock issued upon exercise of any Options granted under the Management Equity Plan, the holders thereof (and their permitted transferees) (collectively, the “ Management Stockholders ”) will be subject to the terms of the Management Stockholders Addendum attached to the Management Equity Plan (the “ Management Stockholders Addendum ”).

4. The parties hereto desire to establish the composition of the Company’s board of directors (the “ Board ”), to restrict the sale, assignment, transfer, encumbrance or other disposition of shares of Stock, to provide for certain additional covenants and to provide for certain rights and obligations as hereinafter provided.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:

1.1 Effective Date . This Agreement shall become effective as of the date first written above (the “ Effective Date ”).

1.2 Definitions . Capitalized terms used in this Agreement shall have the meanings set forth in Section 10.

2.1 Board of Directors .

2.1.1. Board Size . The number of members of the Board shall initially be three (3). From and after July 29,2005, the number of members of the Board shall be fixed at nine (9), or such other number as is determined from time to time pursuant to Sections 2.5 and 2.6.1.

2.1.2. Designation of Directors . As of the date hereof, the members of the Board shall be Michael Calbert, Michael Fascitelli, and Matt Levin. From and after July 29, 2005, subject to Section 2.1.3, the following persons shall be elected to the Board:

(a) three (3) persons designated by Bain (subject to Section 11.1), who shall initially be Josh Bekenstein, Matt Levin and Dwight Poler (the “ Bain Designees ”);

(b) three (3) persons designated by KKR, who shall initially be Michael Calbert, David Kerko and John Pfeffer (the “ KKR Designees ”); and

(c) three (3) persons designated by Vornado, who shall initially be Michael Fascitelli, Steven Roth and Wendy Silverstein (the “ Vornado Designees ” and together with the Bain Designees and the KKR Designees, the “ Sponsor Designees ”).

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2.1.3. Sell-Down Provisions . In the event that any Sponsor ceases to own at least 50% of such Sponsor’s Initial Shares but continues to own at least 30% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees. In the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares but continues to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that any Sponsor ceases to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate any Sponsor Designees.

2.2 Removal and Replacement; Vacancies .

2.2.1. Removal and Replacement; Vacancies Generally . Subject to Section 2.2.2, members of the Board designated by a particular Sponsor may be removed by, and only by, the affirmative vote of such Sponsor. If, prior to his or her election to the Board, any designee for Sponsor Designee is unable or unwilling to serve as a director, then the applicable designating Person, as set forth in Section 2.1.2, shall, subject to Section 2.1.3, be entitled to nominate a replacement. If, following election to the Board, any Sponsor Designee resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, subject to Section 2.1.3, the applicable designating Person, as set forth in Section 2.1.2, shall designate a replacement. If any designating Person fails to designate a person to fill any directorship, then such directorship shall remain vacant until filled by the Person entitled to fill such directorship pursuant to the terms hereof.

2.2.2. Vacancies upon a Reduction in a Sponsor’s Initial Shares . To the extent that, pursuant to Section 2.1.3, there is any reduction in the number of Sponsor Designees that any Sponsor is entitled to designate, then such Sponsor shall send a written notice to the Secretary of the Company stating the name of the Sponsor Designee(s) to be removed from the Board and, upon receipt of such notice by the Secretary of the Company (or, in the event such Sponsor fails to deliver such notice within five (5) days after written request from the Company, the Sponsor Designee(s) of such Sponsor to be removed shall be selected from such Sponsor’s Sponsor Designees by the Company by lot), such Sponsor Designee(s) shall be deemed to have resigned from the Board, and the vacancy or vacancies created thereby (and, thereafter, any vacancies created in that particular directorship) shall be filled by an Independent Director or Independent Directors selected by a Sponsor Majority.

2.3 Directors of Subsidiaries . The size and composition of the boards of directors of the Company’s Subsidiaries shall be as determined by the Board; provided that, if at any time any Person other than (i) an Independent Director or (ii) an employee of the Company or any of its Subsidiaries who is not also an employee, partner, member, stockholder, agent, or Affiliate of any Sponsor, is appointed to the board of directors of any Company Subsidiary, then each Sponsor shall have the right to designate a number of members to such board of directors in the same proportion as such Sponsor has the right to designate Sponsor Designees to the Board under Section 2.1.

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2.4 Committees .

2.4.1. Composition . The Board may from time to time designate one or more committees, each of which shall have three (3) members. The Board’s committees shall initially include one (1) Bain Designee, one (1) KKR Designee, and one (1) Vornado Designee; provided that in the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to have any Sponsor Designees serve as members of the Board’s committees. To the extent that any Sponsor, under this Section 2.4.1, is not entitled to designate any Sponsor Designees as members of the Board’s committees, such Sponsor shall send a written notice to the Secretary of the Company stating the names of the Sponsor Designees to be removed from the Board’s committees and, upon receipt of such notice by the Secretary of the Company, such Sponsor Designees shall be deemed to have resigned from such committees. Any vacancies on the Board’s committees created thereby (and, thereafter, any vacancies created in these committee memberships) shall be filled by the remaining committee members acting in accordance with the Company’s nomination and governance procedures.

2.4.2. Authority . Each of the Board’s committees, to the extent provided in the enabling resolution of such committee, the Certificate of Incorporation or this Agreement, shall have and may exercise all of the authority of the Board delegated to such committee. Any such delegation may be revoked at any time by action of the Board. Further, no committee of the Board shall have the power to act for the Board where such action would require the approval of the Sponsors under the terms of this Agreement or otherwise expressly require the vote or consent of a majority of the Board’s directors under applicable law, the Certificate of Incorporation or By-laws or this Agreement.

2.5 Changes upon Closing of an IPO . In connection with the closing of the Initial Public Offering, the Sponsors shall make such changes to (a) Sections 2.6 and 2.7 and (b) the size and composition of the Board, the Board’s committees, and the boards of directors of the Company’s Subsidiaries, as may be required by applicable legal and regulatory requirements or the rules of any exchange on which the Stock is traded, or as otherwise determined by the Sponsor Majority approving such Initial Public Offering; provided that in no event shall the Sponsors (i) change the proportion of the members of the Board or any committee or Subsidiary board that a particular Sponsor has the right to designate relative to the proportion of the members of the Board or any committee or Subsidiary board that the other Sponsors are entitled to designate pursuant to Section 2.1 or (ii) adversely change a Sponsor’s rights under Section 2.6 or 2.7 in a manner different than changes to the rights of the Sponsors approving such changes, in either of clauses (i) and (ii) without the consent of such Sponsor.

2.6 Actions Requiring Unanimous Sponsor Approval . Except as expressly provided in this Section 2.6, the Company shall not, and shall not permit any of its Subsidiaries to, take (or agree to take) any of the following actions without Unanimous Sponsor Approval:

2.6.1. Composition of the Board . Other than as set forth in Sections 2.1 through 2.3, change the size or the composition of the Board or the board of directors or similar

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governing body of any Subsidiary; provided that (a) changes to accommodate the admission of the Company’s chief executive officer to the Board or the board of any Subsidiary and (b) to the extent Section 2.5 applies, changes in connection with the Initial Public Offering, shall not require Unanimous Sponsor Approval, but shall require Majority Sponsor Approval.

2.6.2. Charter or By-laws . Amend, modify or waive the Certificate of Incorporation or By-laws (including to provide for the issuance of any class of securities not then currently held by Sponsors) or the certificate of incorporation or by-laws or similar governing document of any of the Subsidiaries; provided that (a) immaterial changes that do not adversely affect the specific rights of any Sponsor set forth in such documents relative to the specific rights of the other Sponsors set forth in such documents, (b) changes to increase the capitalization of the Company to accommodate equity issuances that do not require Unanimous Sponsor Approval hereunder, and (c) to the extent Section 2.5 applies, changes in connection with the Initial Public Offering, shall not require Unanimous Sponsor Approval, but shall require Majority Sponsor Approval. Unanimous Sponsor Approval shall also be required for any reverse stock split, recapitalization, exchange or any other combination in any manner of the outstanding Stock of the Company in connection with which any Sponsor would receive more than a de minimis amount of cash in lieu of fractional shares.

2.6.3. Change in Control . Enter into or effect a Change in Control.

2.6.4. Certain Dispositions . Directly or indirectly, enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposal (including by merger, consolidation, sale of stock, or sale of assets) by the Company or the Subsidiaries of any assets having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board) in excess of 20% of the consolidated assets of the Company and the Subsidiaries (the fair market value of which shall be reasonably determined by the Board), other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

2.6.5. Certain Acquisitions . Directly or indirectly, enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company or the Subsidiaries of any assets and/or equity securities of any Person for consideration having a fair market value (as reasonably determined by the Board) in excess of 20% of the consolidated assets of the Company and the Subsidiaries (the fair market value of which shall be reasonably determined by the Board), other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

2.6.6. Certain Joint Ventures and Business Alliances . Enter into any joint venture or similar business alliance involving investment, contribution, or disposition by the Company or the Subsidiaries of assets (including stock of Subsidiaries) having a fair market value (as reasonably determined by the Board) in excess of 20% of the consolidated assets of the Company and the Subsidiaries (the fair market value of which shall be reasonably determined by the Board), other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

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2.6.7. Initial Public Offering Within Five Years . Initiate or consummate the Initial Public Offering, or make a public offering and sale of Stock or equity securities (or of securities or rights convertible into, or exercisable or exchangeable for, any equity securities) of any Subsidiary of the Company registered under the Securities Act or equivalent foreign securities laws (other than, in the case of the Company, a registration statement on Form S-4 or S-8 or any similar or successor form) at any time within the five-year period commencing on the Effective Date.

2.6.8. Certain Private Equity Issuances . At any time during the five-year period commencing on the Effective Date, issue or sell any equity securities (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), other than (i) an Exempt Issuance, (ii) a Public Offering (to the extent approved by Requisite Sponsor Approval) or (iii) issuing shares of Class A Common and Class L Common in one or more transactions (other than an Exempt Issuance) after the Effective Date having a fair market value at the time of each issuance (as reasonably determined by the Board) in the aggregate for all issuances under this clause (iii) not in excess of $650,000,000 (of which not more than $250,000,000 is issued to Persons other than Investors, Management Stockholders, or their Affiliates).

2.6.9. Certain Indebtedness, etc . Incur any indebtedness (excluding any refinancing of existing indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (provided that the Company or any Subsidiary may provide cross-guarantees for any indebtedness in existence as of the Effective Date or that has otherwise been approved by the Requisite Sponsor Approval under this Agreement); enter into any agreement under which it may incur indebtedness in the future; or make any loan, advance or capital contribution to any Person (other than the Company or any Wholly Owned Subsidiaries); in each case in an aggregate principal amount in excess of 20% of the consolidated assets of the Company and its Subsidiaries (the fair market value of which will be reasonably determined by the Board), and other than a draw down in the ordinary course of business under a debt agreement entered into prior to the date of such draw down, the execution of which was previously approved by the Requisite Sponsor Approval under this Agreement or occurred on or prior to the Effective Date.

2.6.10. Dissolution; Liquidation; Reorganization; Bankruptcy . Dissolve, liquidate or engage in any recapitalization or reorganization of the Company or any Subsidiary or initiate a bankruptcy proceeding involving the Company or any Subsidiary.

2.6.11. Shutdown of U.S. Toys Business . Effect, approve, adopt, or commence implementation of any plan or program the intention of which is the liquidation, termination, or shutdown of the operations of the U.S. toys business conducted by the Company and its Subsidiaries.

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2.6.12. Transactions Outside of the Ordinary Course of Business . Enter into any contractual commitment or series of related contractual commitments outside of the ordinary course of business that are reasonably expected, at the time initially undertaken, to require expenditures or generate proceeds in an amount in excess of 20% of the consolidated assets of the Company and its Subsidiaries (the fair market value of which will be reasonably determined by the Board).

Notwithstanding the foregoing, after the closing of the Initial Public Offering, the actions specified in Sections 2.6.2 through 2.6.12 or in Section 2.7 as requiring Unanimous Sponsor Approval shall no longer require Unanimous Sponsor Approval and shall thereafter require Majority Sponsor Approval.

2.7 Actions Requiring Majority Sponsor Approval . Except as expressly provided in this Section 2.7, the Company shall not, and shall not permit any of its Subsidiaries to, take (or agree to take) any of the following actions without Majority Sponsor Approval (it being understood that any action that requires Unanimous Sponsor Approval under Section 2.6 shall not be taken without Unanimous Sponsor Approval even if also contained within the following):

2.7.1. Certain Actions Specified in Section 2.6 . Any of the actions expressly specified in Section 2.6 above as requiring Unanimous Sponsor Approval or Majority Sponsor Approval.

2.7.2. Executive Officers . Hire or remove, with or without cause, any Senior Manager.

2.7.3. Executive Compensation . Establish, or amend any material term of, (a) any employment agreement or arrangement with any Senior Manager, (b) the compensation (including salary, bonus, deferred compensation, any equity or equity- linked compensation, or otherwise) or benefits of any Senior Manager, (c) any benefit, severance, management equity, or other similar plan or program principally applicable to Senior Managers or (d) any annual bonus plan or any management equity plan.

2.7.4. Dispositions . Directly or indirectly, enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposal (including by merger, consolidation, sale of stock, or sale of assets) by the Company or the Subsidiaries of any assets having a fair market value or for consideration having a fair market value (each as reasonably determined by the Board) in excess of $50,000,000, other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

2.7.5. Acquisitions . Directly or indirectly, enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company or the Subsidiaries of any assets and/or equity securities of any Person for consideration having a fair market value (as reasonably determined by the Board) in excess of $50,000,000, other than transactions solely between or among the Company and Wholly Owned Subsidiaries.

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2.7.6. Joint Ventures and Business Alliances . Enter into any joint venture or similar business alliance involving investment, contribution, or disposition by the Company or the Subsidiaries of assets (including stock of Subsidiaries) having a fair market value (as reasonably determined by the Board) in excess of $50,000,000, other than transactions solely between or among the Company and Wholly Owned Subsidiaries.

2.7.7. Equity Issuances . Issue or sell any equity securities (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), including in a Public Offering, other than an Exempt Issuance.

2.7.8. Dividends; Distributions; Repurchase of Securities . Declare or pay any cash or other dividend or make any distribution in respect of, or enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of, any equity securities (including any options, warrants, or other securities convertible into, or exercisable or exchangeable for, equity securities), other than (a) dividends or other distributions by a Wholly Owned Subsidiary in respect of its outstanding securities, (b) repurchases or redemptions by a Wholly Owned Subsidiary of its outstanding securities, or (c) redemptions or other repurchases of Common Stock from employees of the Company and its Subsidiaries upon termination of employment pursuant to arrangements approved by the Board. All dividends or other distributions, or repurchases or redemptions, approved pursuant to this paragraph shall be made in accordance with the distribution provisions of the Company’s Certificate of Incorporation or the relevant Subsidiary’s certificate of incorporation or other organizational documents, as applicable.

2.7.9. Indebtedness, etc . Incur (or extend, supplement, or otherwise modify any of the material terms of) any indebtedness (including any refinancing of existing indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (provided that the Company or any Subsidiary may provide cross-guarantees for any indebtedness in existence as of the Effective Date or that has otherwise been approved under this Section 2.7.9 or Section 2.6.9); enter into (or extend, supplement, or otherwise modify any of the material terms of) any agreement under which it may incur indebtedness in the future; or make any loan, advance or capital contribution to any Person (other than the Company or any Wholly Owned Subsidiaries); or make any voluntary prepayment of indebtedness of the Company or any of the Subsidiaries outside the ordinary course of business; in each case in an aggregate principal amount in excess of $50,000,000 in any transaction or series of related transactions, and other than a draw down in the ordinary course of business under a debt agreement entered into prior to the date of such draw down, the execution of which was previously approved by the Requisite Sponsor Approval under this Agreement or occurred on or prior to the Effective Date.

2.7.10. Affiliated Transactions . Enter into or effect any transaction with any officer, director, employee, stockholder of the Company or any of its Subsidiaries or Affiliates, or any Affiliate of the foregoing, other than (a) this Agreement, the Registration Rights Agreement, the Advisory Agreement, and any equity incentive

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agreement pursuant to an employee benefit or management equity plan previously approved by Majority Sponsor Approval, (b) agreements to pay customary directors’ fees and expenses and (c) employment and compensation arrangements for employees other than Senior Managers; provided that if any such transaction is directly or indirectly with a Sponsor (or with such Sponsor’s Affiliate, or with any officer, director, or employee of such Sponsor or its Affiliate), then such Sponsor shall be excluded from the determination of Majority Sponsor Approval for such transaction under this paragraph (except that this proviso will not apply to the extension of debt financing or the acquisition of debt or equity securities by a Sponsor or its Affiliates, where all Sponsors have been offered the opportunity (on the same terms) to provide a portion of such debt financing or acquire a portion of such debt or equity securities, pro rata based on the respective Shares held by each of the Sponsors).

2.7.11. Annual Budgets . Approve or modify the annual budget of the Company or any Subsidiary with respect to income items, balance sheets items or cash flow items.

2.7.12. Nature of Business . Make any material change in the nature of the business conducted by the Company and its Subsidiaries.

2.7.13. Financial Auditors . Hire or remove, with or without cause, the independent auditors of the Company.

2.7.14. Management Stockholders Addendum . Amend, waive or otherwise modify the Management Stockholders Addendum in any material respect.

2.8 Further Assurances by all Stockholders .

2.8.1. Board of Directors Provisions . Each Stockholder hereby agrees to take, at any time and from time to time, all actions necessary or desirable (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for the purposes of achieving a quorum and voting such Stockholder’s Shares or execution of a written consent in lieu of attending a meeting) to accomplish the provisions of Sections 2.1 through 2.5, and the Company agrees to take, at any time and from time to time, all actions necessary or desirable within its control (including, without limitation, calling special board and stockholder meetings) to ensure that the provisions of these Sections 2.1 through 2.5 are accomplished.

2.8.2. Other Stockholder Actions . With respect to any action described in Section 2.6 or 2.7 that has not received the Requisite Sponsor Approval (if any) required thereunder, each Stockholder hereby agrees that, if so instructed by the Requisite Sponsor Group, it will not vote (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) in favor of such action, unless and until approved by the Requisite Sponsor Approval required (if any). The Company agrees to take (and cause its Subsidiaries to take), at any time and from time to time, all actions necessary or desirable within its control (including, without limitation, calling special board and stockholder meetings) to comply with the provisions of Section 2.6 and 2.7.

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2.9 Actions in Contravention . Neither the Company nor any of its Subsidiaries will give effect to any action by any Stockholder or any other Person which is in contravention of this Section 2.

2.10 Period . Each of the foregoing provisions of this Section 2 shall expire upon the consummation of a Change in Control approved by Requisite Sponsor Approval.

3. TRANSFER RESTRICTIONS.

3.1 General Transfer Restrictions . Each Stockholder understands and agrees that the Shares held by such Stockholder on the date hereof have not been registered under the Securities Act or under any state securities laws. No Stockholder shall Transfer such Shares (or solicit any offers in respect of any Transfer of such Shares), except in compliance with the Securities Act, any applicable state securities laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Shares were issued.

3.2 Allowed Transfers . Until the expiration of the provisions of this Section 3, no Stockholder shall Transfer any of such Stockholder’s Shares to any other Person except as follows:

3.2.1. Permitted Transferees . Any Stockholder may Transfer any or all of such Stockholder’s Shares to such Stockholder’s Permitted Transferees; and, after complying with the terms of Section 3.3, such Permitted Transferees shall be deemed to be Stockholders hereunder.

3.2.2. Public Transfers . Any Stockholder may Transfer any or all of such Stockholder’s Shares: (a) in the Initial Public Offering (if determined by the Requisite Sponsor Approval approving such Initial Public Offering) or, thereafter, in any Public Offering, or (b) from and after the closing of the Initial Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with Sections 3.4 and 4.1 (subject to Section 4.1.8); provided that any Transfer pursuant to this paragraph occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without Majority Sponsor Approval. Shares Transferred pursuant to this Section 3.2.2 shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.2.3. Distributions and Charitable Contributions . From and after the closing of the Initial Public Offering, any Stockholder may Transfer any or all of such Stockholder’s Shares (a) in a pro rata Transfer to its partners, members or stockholders, as applicable (other than a Permitted Transferee), or (b) to a Charitable Organization, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement; provided that any Transfer pursuant to this paragraph occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without Majority Sponsor Approval. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

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3.2.4. Participation in Drag Along and Tag-Along .

(a) Drag-Along . Any Stockholder shall Transfer any or all of such Stockholder’s Shares to the extent required pursuant to Section 4.2.

(b) Tag-Along . A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1, so long as each transferee in a Transfer prior to the Initial Public Offering agrees to be bound by the terms of this Agreement in accordance with Section 3.3 (if not already bound hereby).

3.2.5. Other Private Transfers . In addition to any Transfers made in accordance with Sections 3.2.1, 3.2.2, 3.2.3 and 3.2.4, any Stockholder may Transfer any or all of such Stockholder’s Shares (other than to a Permitted Transferee) subject to compliance with all of the following conditions in respect of each Transfer:

(a) if such Transfer takes place prior to the fifth year anniversary of the Effective Date and before the closing of the Initial Public Offering, with Unanimous Sponsor Approval and in compliance with Sections 3.3, 4.1 and 4.3;

(b) if such Transfer takes place after the fifth year anniversary of the Effective Date and before the closing of the Initial Public Offering, in compliance with Sections 3.3, 3.5, 4.1 and 4.3;

(c) if such Transfer takes place during the two-year period commencing on the closing of the Initial Public Offering, with Majority Sponsor Approval and in compliance with Sections 3.5 and 4.1; and

(d) if such Transfer takes place after the two-year anniversary of the closing of the Initial Public Offering, in compliance with Sections 3.5 and 4.1.

(e) Notwithstanding anything to the contrary in this Agreement, Vornado shall be permitted to Transfer Shares at any time to the extent Vornado reasonably determines such Transfer is required or likely to be required to ensure the preservation of its status as a real estate investment trust under the federal tax laws, which Transfer shall be subject to Sections 3.3, 3.5, and 4.3. Any Transfer by Vornado pursuant to this Section 3.2.5(e) shall not be subject to Vornado’s prior compliance with Section 4.1 hereof.

Any Shares so Transferred pursuant to clauses (a), (b), or (e) shall conclusively be deemed thereafter to be Shares under this Agreement and each transferee shall be bound by the terms of this Agreement in accordance with Section 3.3. Shares Transferred pursuant to clauses (c) or (d) shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.3 Certain Transferees to Become Parties . Any transferee receiving Shares in a Transfer pursuant to Section 3.2.1, 3.2.4(b) (in a Transfer occurring prior to an Initial Public Offering) or 3.2.5(a), (b), or (e) shall become a Stockholder, party to this Agreement and subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and

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in the same capacity, as the Person that Transfers such Shares to such transferee; provided that only a Permitted Transferee of a Sponsor will be deemed to be a Sponsor for purposes of this Agreement (and shall be deemed to be the same Sponsor as the Sponsor which Transferred to it); and provided further that only a Permitted Transferee of an Investor will be deemed to be an Investor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Shares in a Transfer pursuant to Section 3.2.4(b) (in a Transfer occurring prior to an Initial Public Offering) or 3.2.5(a), (b), or (e) that is not a Sponsor or a Permitted Transferee of a Sponsor will become a party to this Agreement without the benefit of the right to designate board and committee members, or to approve certain actions of the Company and its Subsidiaries, under Section 2, and without the benefit of the rights of First Offer Holders (Section 4.3), or Participation Offerees (Section 5). Prior to the Transfer of any Shares to any transferee pursuant to Section 3.2.1, 3.2.4(b) (in a Transfer occurring prior to an Initial Public Offering), or 3.2.5(a), (b), or (e), and as a condition thereto, each Stockholder effecting such Transfer shall (x) cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (y) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

3.4 Restrictions on Public Transfers under Rule 144 . After the Initial Public Offering, and subject to the provisions of Section 3.2.2, if any Stockholders’ sales of Shares pursuant to Rule 144 would be subject to aggregation (each such Stockholder whose Shares would be subject to aggregation, a “ Related Holder ”), then each such Related Holder shall promptly notify each other Related Holder (a) when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Sale that is subject to such limit and (b) what the volume limit for that measurement period, determined as of its commencement, will be Subject to Section 3.2.2, each Related Holder shall be entitled to effect Sales that are subject to the Rule 144 group volume limit pro rata during the applicable measurement period based on its percentage ownership of Shares held by all such Related Holders at the start of such measurement period. In the event any Related Holder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to all other Related Holders, the remainder shall be re-allocated pro rata among the other Related Holders in like manner (except that the Shares held by such forfeiting Related Holder at the start of such measurement period shall be excluded from such calculation). The provisions of this Section 3.4 shall not apply to any Transfer of Shares (x) in a Public Offering or (y) not subject to volume limitation under Rule 144.

3.5 Restrictions on Transfers to Strategic Investors . In addition to any other provision of this Agreement, no Stockholder shall Transfer any Shares pursuant to Section 3.2.1 or 3.2.5 of this Agreement to a Strategic Investor without Majority Sponsor Approval; provided , however , that the restrictions in this Section 3.5 shall not apply to any Transfers (a) to the Company or any of its Subsidiaries, (b) to any Sponsor, (c) to any Affiliated Fund of any Sponsor, (d) pursuant to Rule 144 effected as “ brokers’ transactions ” (as defined in Rule 144); or (e) pursuant to an underwritten Public Offering or, following the Initial Public Offering, in any transaction in which, to the knowledge of the Prospective Selling Stockholder (after reasonable inquiry), none of the purchaser(s), underwriter(s), if any, nor market maker(s), if any, are acquiring such Shares for the intended purpose of reselling such Shares to any Strategic Investor that, after giving effect to such resale (if applicable), would own, directly or indirectly, more than 5% of then outstanding shares of the applicable class of Shares.

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3.6 Impermissible Transfer . Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

3.7 Notice of Transfer . To the extent any Stockholder or Permitted Transferee shall Transfer any Shares, such Stockholder or Permitted Transferee shall, within three (3) Business Days following consummation of such Transfer, deliver notice thereof to the Company and each Investor.

3.8 Period . Each of the foregoing provisions of this Section 3 shall expire upon a Change in Control that has been approved by Requisite Sponsor Approval.

4. “TAG ALONG” AND “DRAG ALONG” RIGHTS; RIGHT OF FIRST OFFER.

4.1 Tag Along . Subject to prior compliance with Section 4.3, if applicable, if any Prospective Selling Stockholder proposes to Sell any Shares to any Prospective Buyer(s) that is not a Permitted Transferee (including a First Offer Purchaser pursuant to Section 4.3) in a Transfer that is subject to Section 3.2.5 (excluding Sales pursuant to Section 3.2.5(e)) or, subject to Section 4.1.8, Section 3.2.2:

4.1.1. Notice . The Prospective Selling Stockholder shall, prior to any such proposed Transfer, deliver a written notice (the “ Tag Along Notice ”) to each Stockholder and to the Company (which will deliver such Tag Along Notice to each Management Stockholder entitled to participate in such proposed Transfer under the terms of the Management Stockholders Addendum) (each Stockholder and each such Management Stockholder, a “ Tag Along Holder ”). The Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Stockholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Stockholder by the total number of Shares of each such class held by the Prospective Selling Stockholder (for each class, the “ Tag Along Sale Percentage ”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Stockholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the per share purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) the proposed Transfer date; and

(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Shares of the same class(es) being sold by the Prospective Selling Stockholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the

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total number of Shares of the applicable class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.4.1 under all circumstances), with respect to each Share Sold, as the Prospective Selling Stockholder shall Sell each of its Shares. For purposes of this Section 4.1, but subject to Section 4.4.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised.

4.1.2. Exercise . Within ten (or five, if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.3) Business Days after the date of delivery of the Tag Along Notice (such date the “ Tag Along Deadline ”), each Tag Along Holder desiring to make an offer to include Shares in the proposed Sale (each a “ Participating Seller ” and, together with the Prospective Selling Stockholder and any other stockholders of the Company entitled to participate in the proposed Transfer, collectively, the “ Tag Along Sellers ”) shall deliver a written notice (the “ Tag Along Offer ”) to the Prospective Selling Stockholder indicating the number of Shares which such Participating Seller desires to have included in the proposed Sale (subject to the limitation set forth in Section 4.1.1 (b)). Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall be deemed to have waived all of such holder’s rights to participate in such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder(s) pursuant to this Section 4.1.

4.1.3. Irrevocable Offer . The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided , however , that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder within three (3) Business Days after delivery of such written notice from the Prospective Selling Stockholder and upon such withdrawal shall be released from such holder’s obligations thereunder.

4.1.4. Reduction of Shares Sold . The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of

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each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Tag Along Seller a number of Shares equal to the lesser of (i) the number of Shares of the applicable class offered (or proposed, in the case of the Prospective Selling Stockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to the Prospective Selling Stockholder and each other Tag Along Seller which offered to sell a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount of such excess, or in such manner as the Tag Along Sellers may otherwise agree.

4.1.5. Additional Compliance . If, prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such proposed Sale shall be greater than the per share price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided , however , that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days and two (2) Business Days, respectively. In addition, if the Prospective Selling Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.3, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such holder’s obligations under such holder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

4.1.6. Rule 144(k) Eligibility . Notwithstanding anything to the contrary in this Agreement, after the two-year anniversary of the Initial Public Offering, upon becoming eligible to Sell all of its Shares pursuant to paragraph (k) of Rule 144, a Stockholder shall no longer be eligible to participate in the Tag-Along rights provided by this Section 4.1.

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4.1.7. Actions with Respect to Tag Along . In connection with a proposed Sale to which Section 4.1 applies, each Prospective Selling Stockholder agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Tag Along Holder from exercising their Tag Along rights pursuant to this Section 4.1.

4.1.8. Tag Alongs for Public Transfers . Notwithstanding anything to the contrary in this Section 4.1, the following Sales under Section 3.2.2 shall not be subject to the provisions of this Section 4.1: (a) any Sale in a Public Offering, so long as such Sale is subject to the terms of the Registration Rights Agreement; (b) any Sale pursuant to Rule 144 occurring during the two-year period commencing on the closing of the Initial Public Offering, so long as the Sponsor Majority approving such Sale under Section 3.2.2 in connection therewith also approves each other Stockholder’s ability to Transfer pursuant to Rule 144 the Tag Along Sale Percentage of the total number of Shares of the applicable class held by such other Stockholder; and (c) any Sale pursuant to Rule 144 occurring after the two-year period commencing on the closing of the Initial Public Offering.

4.2 Drag Along . With respect to a Change in Control that has been approved by the Requisite Sponsor Approval under Section 2.6 as well as, if not required by Section 2.6, Unanimous Sponsor Approval (an “ Approved Sale ”), each Stockholder hereby agrees, (a) if such Approved Sale is to be effected in the form of a merger or other corporate reorganization which requires approval of the Stockholders, the Stockholders shall vote for, and consent to such Approved Sale and each Stockholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale; (b) each Stockholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale and the distribution of the aggregate consideration from such Approved Sale as reasonably requested by the Prospective Selling Stockholders (and each Stockholder hereby grants to the Prospective Selling Stockholders, with full power of substitution and resubstitution, individually and jointly, an irrevocable proxy coupled with an interest to vote such Stockholder’s Shares in favor of an Approved Sale, which proxy shall be valid and remain in full force and effect as long as the provisions of this Section 4.2 remain in effect); and (c) if the Approved Sale is to be effected as a sale of Stock, if requested by the Prospective Selling Stockholders, Sell the same percentage (the “ Drag Along Sale Percentage ”) of the total number of each class of such Shares that is proposed to be sold by the Prospective Selling Stockholders to a Prospective Buyer in such Change in Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2. For purposes of this Section 4.2, but subject to Section 4.4.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares to be sold to the Prospective Buyer shall be included in determining whether or not a proposed transaction constitutes a Change in Control. In connection with an Approved Sale, the Company will, if requested by the Prospective Selling Stockholders, cause the Class L Common to be converted into Class A Common pursuant to the terms of the Certificate of Incorporation.

4.2.1. Exercise . If the Prospective Selling Stockholders wish to exercise their drag-along rights contained in this Section 4.2, then the Prospective Selling Stockholders shall deliver a written notice (the “ Drag Along Notice ”) to each other Stockholder at least

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ten (10) Business Days prior to the consummation of the Change in Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Notice, each other Stockholder (each, a “ Participating Seller ,” and, together with the Prospective Selling Stockholders, collectively, the “ Drag Along Sellers ”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such holder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.2.2 and, in the case of Options, Warrants and Convertible Securities, Section 4.4.4) as the Prospective Selling Stockholders shall Sell each Share in the Sale (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.4.1 under all circumstances); and (ii) except as provided in Section 4.4.1 or Section 4.4.4, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). Except as provided in Section 4.4.1, if any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 180th day after the date of delivery of the Drag Along Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

4.2.2. Drag Along Seller Exclusions . Notwithstanding Section 4.2.1, the requirement that Drag Along Sellers Sell on the same terms and conditions as the Prospective Selling Stockholders shall not apply to any provisions providing for financial advisory fees for Sponsors or requiring a Sponsor to agree to a non-compete.

4.2.3. Actions with respect to Drag Along . In connection with an Approved Sale to which Section 4.2 applies, each Prospective Selling Stockholder agrees that it shall not enter into any agreement or impose any condition in connection with such Sale, the principal purpose of which is to subject a particular Stockholder to a materially detrimental provision or injurious effect.

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4.3 Right of First Offer . If any Prospective Selling Stockholder proposes to Sell any Shares other than to a Permitted Transferee before the closing of an Initial Public Offering in a Transfer (including to another Stockholder or the Company or any of its subsidiaries) that is subject to Section 3.2.5:

4.3.1. Notice . The Prospective Selling Stockholder shall deliver a written notice of such proposed Sale (a “ Sale Notice ”) to each Sponsor (each, a “ First Offer Holder ”) (which notice may be the same notice as the Tag Along Notice delivered pursuant to Section 4.1) not less than twenty (20) days prior to any such proposed Transfer. The Sale Notice shall include:

(a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Se