0000902561-09-000161 Sample Contracts

JOINDER TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 23rd, 2009 • JZ Capital Partners LTD • Services-equipment rental & leasing, nec

In consideration of the transfer to the undersigned of 1,380,498 shares of Common Stock, par value $.001 per share, of TAL International Group, Inc., a Delaware corporation (the “Company”), and the registration of such transfer on the books of the Company, JZ Capital Partners Limited (the “Shareholder”) and the Company agree that, as of the date written below, the Shareholder shall become a party as a Shareholder to the Amended and Restated Shareholders Agreement, dated as of October 11, 2005 (the “Shareholders Agreement”), and shall be bound by all of the terms and provisions of the Shareholders Agreement, as though it were an original party thereto.

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 23rd, 2009 • JZ Capital Partners LTD • Services-equipment rental & leasing, nec • New York

THIS AMENDED AND RESTATED SHAREHOLDERS “AGREEMENT”, dated as of October 11, 2005 (this “Agreement”), is by and among TAL International Group, Inc., a Delaware corporation (the “Company”), and the shareholders of the “ Company” listed on Exhibit A hereto (the “Shareholders”).

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