FORM OF INSTITUTIONAL AND MANAGEMENT SHAREHOLDERS AGREEMENT dated as of among DICE HOLDINGS, INC., THE QUADRANGLE ENTITIES NAMED HEREIN, THE GENERAL ATLANTIC ENTITIES NAMED HEREIN, and THE MANAGEMENT SHAREHOLDERS NAMED HEREINShareholder Agreement • June 18th, 2007 • Dice Holdings, Inc. • Services-business services, nec • Delaware
AGREEMENT (this “Agreement”) dated as of [ ], 2007 among (i) Dice Holdings, Inc., a Delaware corporation (the “Company”), (ii) Quadrangle Capital Partners II LP, a Delaware limited partnership, Quadrangle Select Partners II LP, a Delaware limited partnership, and Quadrangle Capital Partners II-A LP, a Delaware limited partnership (collectively, the “Quadrangle Entities”), (iii) General Atlantic Partners 79, L.P., a Delaware limited partnership, Gapstar, LLC, a Delaware limited liability company, GAP-W, LLC, a Delaware limited liability company, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, and GAPCO GmbH & Co. KG , a German corporation (collectively, the “GA Entities” and, together with the Quadrangle Entities, the “Institutional Shareholders”) and (iv) the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”).
AMENDMENT NUMBER TWO TO AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • June 18th, 2007 • Dice Holdings, Inc. • Services-business services, nec • New York
This AMENDMENT NUMBER TWO TO AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”) is entered into as of June 15, 2007, by and among DICE HOLDINGS, INC., a Delaware corporation (the “Parent”), DICE INC., a Delaware corporation (“Dice”), DICE CAREER SOLUTIONS, INC., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto, the lenders on the signature pages hereof (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” an
RESIGNATION AND APPOINTMENT OF ADMINISTRATIVE AGENT AGREEMENT; AMENDMENT NUMBER ONE TO AMENDED AND RESTATED FINANCING AGREEMENTAdministrative Agent Agreement; Amendment to Financing Agreement • June 18th, 2007 • Dice Holdings, Inc. • Services-business services, nec • New York
This RESIGNATION AND APPOINTMENT OF ADMINISTRATIVE AGENT AGREEMENT; AMENDMENT NUMBER ONE TO AMENDED AND RESTATED FINANCING AGREEMENT (this “Agreement”) is entered into as of May 21, 2007, by and among DICE HOLDINGS, INC., a Delaware corporation (the “Parent”), DICE INC., a Delaware corporation (“Dice”), DICE CAREER SOLUTIONS, INC., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors” and together with the Borrower, each a “Loan Party” and collectively, jointly and severally, the “Loan Parties”), the lenders that are party hereto (individually and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity,
FORM OF SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of among DICE HOLDINGS, INC., and THE eFG SHAREHOLDERS NAMED HEREINShareholder Agreements • June 18th, 2007 • Dice Holdings, Inc. • Services-business services, nec • Delaware
AGREEMENT (this “Agreement”) dated as of [ ], 2007 among Dice Holdings, Inc., a Delaware corporation (the “Company”), and each Person listed on the signature pages hereof under “eFG Shareholders” (each, an “eFG Shareholder” and collectively, the “eFG Shareholders”).
