0000950103-11-000745 Sample Contracts

Dice Holdings, Inc.
QCP GP Investors II LLC • February 24th, 2011 • Services-business services, nec • New York
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Jefferies & Company, Inc.
QCP GP Investors II LLC • February 24th, 2011 • 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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