QCP GP Investors II LLC Sample Contracts

Lock-Up Agreement
Lock-Up Agreement • December 20th, 2010 • QCP GP Investors II LLC • Services-business services, nec • New York
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8,000,000 Shares Dice Holdings, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 17th, 2011 • QCP GP Investors II LLC • Services-business services, nec • New York
Dice Holdings, Inc.
Lock-Up Agreement • February 24th, 2011 • QCP GP Investors II LLC • Services-business services, nec • New York
Dice Holdings, Inc.
Lock-Up Agreement • May 17th, 2011 • QCP GP Investors II LLC • Services-business services, nec • New York
Lock-Up Agreement
Lock-Up Agreement • December 20th, 2010 • QCP GP Investors II LLC • Services-business services, nec • New York
Jefferies & Company, Inc.
Waiver of Lock-Up Agreements • February 24th, 2011 • QCP GP Investors II LLC • Services-business services, nec

Reference is made to the lock-up agreements dated December 3, 2010 (the “Lock-up Agreements”) of the persons or entities listed on Annex A hereto (the “Dice Related Persons”) and the sale restrictions applicable to Dice Holdings, Inc. (the “Company”) pursuant to Section 5(k) of the Underwriting Agreement, dated December 9, 2010, (the “Company Sale Restrictions”). Terms used herein but not defined herein shall have the meaning set forth in the Lock-up Agreements.

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