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EXHIBIT 5
January 10, 2000
General Atlantic Partners 50, L.P.
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Greenwich, CT 06380
Ladies and Gentlemen:
In connection with the August 1999 public offering of 4.5 million
shares of common stock of xxxxxxxxx.xxx Incorporated, you agreed in a letter
dated August 9, 1999 (the "Lock-Up Letter") to restrict your right to sell,
dispose and engage in certain other transactions in the common stock and common
stock equivalents of xxxxxxxxx.xxx during the period beginning on August 9, 1999
and ending 180 days after the date of the final prospectus relating to the
offering. We are writing to release you from the restrictions set forth in the
Lock-Up Letter with respect to the sale of 295,214 shares of common stock of
xxxxxxxxx.xxx.
This release is subject to your agreement that the restrictions on
your right to sell, dispose or engage in certain other transactions in the
common stock and common stock equivalents of xxxxxxxxx.xxx in the Lock-Up Letter
shall be extended through the period ending on May 8, 2000, except that you may
sell, distribute, transfer or dispose of up to 15% of the common stock of
xxxxxxxxx.xxx you own after giving effect to the sale permitted by this letter
beginning on February 8, 2000.
We have been advised by xxxxxxxxx.xxx that you will own 1,170,897
shares of common stock of xxxxxxxxx.xxx after giving effect to the sale
permitted by this letter. Please sign below to acknowledge your acceptance of
the terms of the release and the extension of the restrictions.
Very truly yours,
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Managing Director
Accepted by:
General Atlantic Partners 50, L.P.
By: General Atlantic Partners, LLC, its general partner
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Managing Member
