EX-99.H 6 dp21291_ex-h.htm EXHIBIT H
Exhibit H
 
Jefferies & Company, Inc.
520 Madison Avenue
New York, NY 10022
 
February 15, 2011
 
To Dice Holdings, Inc. and the persons and entities listed on Annex A hereto:
 
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.
 
The undersigned hereby waives the provisions of the Lock-up Agreements and the Company Sale Restrictions to the extent necessary to permit the proposed public offer, issuance and sale of Securities currently contemplated to be led by Jefferies & Company, Inc. (including the purchase of shares of common stock from certain members of management and directors described in the prospectus supplement relating to the public offering).  This waiver is limited to, and is only effective for, the public offering described here, and shall not obligate Jefferies & Company, Inc. to agree to any consents, waivers or releases in the future.  This waiver letter shall be governed by, and construed in accordance with, the laws of the State of New York.
 
 
 
 
 

 
 
Very truly yours,
 
Jefferies & Company, Inc.
  
     
 
By:
/s/ Ashley L. Delp
  
   
Name:
 Ashley Delp  
   
Title:
 Managing Director  
 
 
  
 
 
  

Accepted and agreed to on
this 15th day of February 2011
 
Dice Holdings, Inc.
  
   
 
  
By:
/s/ Michael P. Durney
  
 
Name:
  Michael P. Durney  
 
Title:
  Senior Vice President, Finance and Chief Financial Officer  
 
 
 
 
 
 
ANNEX A
 
Directors and Officers of the Company
 
John W. Barter
John P.R. Benson
Brian P. Campbell
Michael P. Durney
David Gordon
Paul Melde
Scot W. Melland
Constance Melrose
Thomas Silver
William W. Wyman
H. Raymond Bingham
Peter R. Ezersky
David C. Hodgson
 
Selling Stockholders of the Company
 
General Atlantic Partners 79, L.P.
General Atlantic Partners 84, L.P.
GAP Coinvestments CDA, L.P.
GapStar, LLC
GAP- W, Holdings, L.P.
GAP Coinvestments III, LLC
GAP Coinvestments IV, LLC
GAPCO GmbH& Co., KG
Quadrangle GP Investors II LP
Quadrangle Capital Partners II LP
Quadrangle Select Partners II LP
Quadrangle Capital Partners II-A LP