EXHIBIT 3
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LOCK-UP AGREEMENT
August 9, 2007
MercadoLibre, Inc.
Tronador 4980, 0xx xxxxx
Xxxxxx Xxxxx, X0000XXX
Xxxxxxxxx
Re: MercadoLibre, Inc. --- Public Offering
Ladies and Gentlemen:
The undersigned understands that MercadoLibre, Inc., a Delaware
corporation (the "Company"), proposes to enter into an Underwriting Agreement
(the "Underwriting Agreement") with X.X. Xxxxxx Securities Inc. and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representatives of the several
Underwriters (as defined in the Underwriting Agreement) listed in Schedule I to
the Underwriting Agreement referred to above, providing for the public offering
(the "Public Offering") by the Company and the selling stockholders named
therein, of Common Stock $0.001 per share par value, of the Company (the
"Securities"). Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Underwriting Agreement.
In connection with the undersigned's purchase of Common Stock in the
Public Offering and for good and valuable consideration, receipt of which is
hereby acknowledged, the undersigned hereby agrees that, without the prior
written consent of the Company, the undersigned will not, during the period
ending 540 calendar days after the date set forth on the final prospectus (the
"Lock-up Period") relating to the Public Offering (the "Lock-Up Period"), (1)
offer, pledge, announce the intention to sell, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (including
without limitation, Common Stock which may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the
Securities and Exchange Commission and securities which may be issued upon
exercise of a stock option or warrant) or (2) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise.
A-2
In addition, the undersigned agrees that, without the prior written
consent of the Company, it will not, during the Lock-up Period, make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.
Notwithstanding the foregoing, any transfer, disposition or bona fide
gift of Common Stock by the undersigned (i) to limited partners or holders of
equity interests of the undersigned, and (ii) to wholly owned subsidiaries of
the undersigned or to the parent corporation of the undersigned or to another
wholly owned subsidiary of such parent corporation, or otherwise to an
affiliate (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934,
as amended), and (iii) in transactions relating to Shares acquired by the
undersigned in open market transactions subsequent to the Public Offering;
PROVIDED, HOWEVER, that in the case of (i) and (ii) above, it shall be a
condition to the transfer that the transferee (or, in the case of a trust, the
trustee of such trust) is receiving and holding such Common Stock subject to
the provisions of this Lock-up Agreement, and there shall be no further
transfer of such capital stock except in accordance with this Lock-up
Agreement, that any such transfer shall not involve a disposition for value and
that any such transfer will only be permissible hereunder so long as no public
reports (including but not limited to reports pursuant to Rule 144 of the
Securities Act of 1933, as amended, and pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended) are required to be filed, or
voluntarily, filed by the undersigned or any transferee of the undersigned
during the Lock-up Period.
In furtherance of the foregoing, the Company, and any duly appointed
transfer agent for the registration or transfer of the securities described
herein, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that the Company is entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this Lock-up Agreement.
This Lock-up Agreement shall lapse and become null and void if
the Public Offering shall not have closed on or before September 30, 2007.
[SIGNATURE PAGE FOLLOWS.]
This Letter Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
GENERAL ATLANTIC PARTNERS 84, L.P.
By: General Atlantic LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
GAPSTAR, LLC
By: General Atlantic LLC,
its sole member
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
GAP COINVESTMENTS III, LLC
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Member
GAP COINVESTMENTS IV, LLC
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Member
SIGNATURES CONTINUE ON NEXT PAGE
SIGNATURE PAGE TO LOCK UP AGREEMENT
GAPCO GMBH & CO. KG
By: GAPCO Management GmbH,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
GAP COINVESTMENTS CDA, L.P.
By: General Atlantic LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO LOCK UP AGREEMENT
