STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT (the “ Agreement ”), dated as of the 30th day of September, 2009, by and among KIT digital, Inc., a Delaware Corporation (“ KIT ”), Mr. Kaleil Isaza Tuzman, a resident of Dubai (“ Isaza Tuzman ”), those stockholders of The FeedRoom, Inc., a Delaware corporation (the “ Company ”) who execute a counterpart of this Agreement to KIT on the date hereof (such stockholders are sometimes individually referred to as a “ Stockholder ” and collectively referred to as the “ Stockholders ”) and NewSpring Ventures II, L.P. in its capacity as Stockholders’ Representative (“ Stockholder Representative ”) under Article IX of the Merger Agreement (as defined below).

WHEREAS, contemporaneously with the execution hereof, the Company and KIT have entered into a Merger Agreement (the “ Merger Agreement ”) pursuant to which the Company will merge with a wholly-owned subsidiary of KIT, and

WHEREAS, pursuant to the Merger Agreement the Stockholders will be issued on or about the date hereof shares of the common stock of KIT (the “ KIT Shares ”), and

WHEREAS, Isaza Tuzman owns and/or has control of certain shares of common stock of KIT, by and through KIT Media Ltd., as more fully described in “ Exhibit A ”, and has agreed that such shares shall be subject to this Agreement (the “ Isaza Tuzman Shares ”), and

WHEREAS, KIT, the Stockholders and Isaza Tuzman believe it to be in their best mutual interests that they enter into this Agreement providing for certain rights and restrictions with respect to the KIT Shares and Isaza Tuzman Shares owned by them or their permitted transferees (collectively, the “ Shares ”) and to provide for other related rights and duties.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and obligations set forth in this Agreement, the parties hereto agree as follows:

1.            Isaza Tuzman Common Shares.    Isaza Tuzman hereby represents and warrants that as of the date hereof he owns 100% of KIT Capital Ltd., KIT Capital Ltd. owns 17,858 shares of KIT common stock and KIT Media Ltd. owns 2,473,430 shares of KIT common stock. Isaza Tuzman further represents and warrants that he holds a controlling interest in KIT Media Ltd. and he holds the voting and dispositive power of the shares directly held by KIT Media Ltd.

2.            Transfers of Shares and Lock-Up Provision .  During the term of this Agreement, the Stockholders and Isaza Tuzman agree not to Transfer any Shares except as may be specifically permitted by the terms of this Agreement (the “ Restrictions ”). For purposes of this Agreement the term “ Transfer ” means any short sale of, loan, grant any option for the purchase of, or otherwise pledge, hypothecate or dispose of any of the Shares. The Restrictions may be terminated, in whole or in part (if in part, on a pro rata basis), at any time or from time to time upon the mutual agreement of Isaza Tuzman and the Stockholder Representative.

3.            Term .  This Agreement shall terminate upon the earliest occurrence of the date or event of (i) eighteen months from the date hereof, or (ii) the mutual written agreement of KIT, Isaza Tuzman and the Stockholder Representative, or (iii) a sale, merger or similar transaction wherein all or substantially all of KIT’s assets or shares of common stock are acquired by an unaffiliated third party.

4.            Management Information Rights .  So long as any KIT Shares remain subject to the Restrictions, KIT will provide a representative designated from time to time by the Stockholder Representative (the “ Representative ”) the following information and other rights:

(a)           The Representative shall have the right to consult with and advise the Chief Executive Officer and senior management of the KIT (the “ Management ”) on significant business issues, including Management’s proposed annual operating plans.

(b)           Management will meet with the Representative quarterly at KIT’s New York facility or at other mutually acceptable location(s) and at mutually agreeable times for such consultation and advice and to review progress of KIT.

(c)           The Representative may request information at reasonable times and intervals concerning the general status of the KIT’s financial condition and operation, provided however that access to (i) highly confidential and proprietary information may be withheld, at the sole discretion of KIT and (ii) other information may be withheld if it would result in a waiver of attorney-client privilege or upon advice of legal counsel to KIT.

(d)           The Representative agrees that all information that is provided to or learned by him in connection with the Management Information Rights provisions of this Agreement shall be deemed confidential in all respects and such Representative shall not (i) divulge such information to any third party, or (ii) engage in any transactions directly or indirectly involving the common stock of KIT that would violate any of the laws or regulations administered by the United States Securities and Exchange Commission, including but not limited to the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), or the Securities Act of 1933, as amended (the “ 1933 Act ”).  The Representative further acknowledges that any information provided hereunder may constitute “insider information” under the 1934 Act.

5.            Stock Certificate Legends .  A copy of this Agreement shall be filed with the Secretary of KIT and kept with the corporate records of KIT.

(a)           Each certificate representing KIT Shares shall bear the following legends:

(i)           THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNL