DICE HOLDINGS, INC. (Form: 8-K, Received: 07/23/2007 16:43:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 17, 2007

DICE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33584

20-3179218

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

3 Park Avenue

New York, New York 10016

(Address of principal executive offices)

(212) 725-6550

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Underwriting Agreement

On July 17, 2007, Dice Holdings, Inc. (the “Company” or “we” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, the several underwriters set forth in Schedule B thereto, for whom Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated acted as representatives (collectively, the “Underwriters”), and the selling stockholders set forth in Schedules A-I and A-II thereto (collectively, the “Selling Stockholders”), relating to the Company’s initial public offering (the “Offering”) of common stock, par value $0.01 per share (the “Common Stock”). Under the Underwriting Agreement, the Company agreed to sell to the Underwriters 6,700,000 shares of Common Stock and the Selling Stockholders agreed to sell to the Underwriters 10,000,000 shares of Common Stock at a purchase price per share of $13.00 (the offering price to the public of $13.00 per share minus the underwriters’ discount). The Selling Stockholders also provided the Underwriters with the option to purchase up to an additional 2,505,000 shares of Common Stock. The Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides that the Company and the Selling Stockholders will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or contribute to payments the Underwriters may be required to make because of any of those liabilities. The Offering closed on July 23, 2007 (the “Closing Date”).

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the Company for which they received or will receive customary fees and expenses.

Shareholders Agreements

Second Amended and Restated Shareholders Agreement

The Company, certain affiliates of General Atlantic LLC (the “General Atlantic Stockholders”), certain affiliates of Quadrangle Group LLC (the “Quadrangle Stockholders,” and together with the General Atlantic Stockholders, the “Principal Stockholders”) and the eFG Stockholders (as defined below) were party to an amended and restated shareholder agreement dated as of October 31, 2006. On July 23, 2007, we entered into an amendment to our existing shareholder agreement so that it is an agreement solely between the Company and the former stockholders of eFinancialGroup Limited (“eFinancialGroup”) who received shares of our stock in connection with our acquisition of eFinancialGroup in October 2006 (the “eFG Stockholders”). We refer to this agreement as the “eFG Shareholders Agreement” or the “Second Amended and Restated Shareholders Agreement.” The eFG Shareholders Agreement contains certain restrictions on the ability of eFG Stockholders to transfer shares of our Common Stock and also contains provisions relating to registrations rights granted to such stockholders, as discussed more fully below.

Restrictions on Transfer

Under the eFG Shareholders Agreement, except with respect to certain permitted transferees, the eFG Stockholders may not transfer any shares of our capital stock prior to six months after the effectiveness of the registration statement for the Offering, except for shares sold in the Offering. From six months after the effective date of the registration statement until one year after the effective date of the registration statement, an eFG Stockholder may not transfer more than 25% of its Common Stock (excluding shares sold in the Offering), and an eFG Stockholder may not transfer more than 50% of its Common Stock prior to 18 months after the effective date of the registration statement (excluding shares sold in the Offering). From the period beginning 18 months after the effective date of the registration statement until two years after the effective date of the registration statement, an eFG Stockholder may not transfer more than 75% of its Common Stock (excluding shares sold in the Offering). An eFG Stockholder may transfer all of its shares of our Common Stock following the two year anniversary of the effective date of the registration statement.

Additionally, the eFG Stockholders have agreed not to sell any shares during the period beginning 14 days prior to the effective date of a registration statement filed in connection with the exercise of demand or piggyback registration rights by any stockholder until the later of (1) 180 days after the consummation of the Offering or 90 days after any other offering and (2) the expiration of the underwriters lock-up period for the applicable offering (or such shorter period as we may determine).

Registration Rights

Under the eFG Shareholders Agreement, the eFG Stockholders are entitled to piggyback registration rights with respect to any registration request made by the Principal Stockholders and any registration initiated by us, subject to certain exceptions. See “Institutional and Management Shareholder Agreement-Registration Rights” below for further information related to these registration rights. Under the eFG Shareholders Agreement, we have agreed to indemnify the eFG Stockholders.

A copy of the Second Amended and Restated Shareholders Agreement is attached as Exhibit 4.1 hereto and is incorporated by reference herein in its entirety.

Institutional and Management Shareholders Agreement

On July 23, 2006, the Company, the Principal Stockholders and certain of our officers and employees, who we refer to as the “Management Stockholders,” entered into the Institutional and Management Shareholders Agreement (the “Institutional Shareholders Agreement,” and together with the eFG Shareholders Agreement, the “Shareholders Agreements”). The Institutional Shareholders Agreement contains restrictions on the ability of the Principal Stockholders and the Management Stockholders to transfer shares of our Common Stock and contains provisions related to registration rights granted to such stockholders, as discussed more fully below. In addition, the Institutional Shareholders Agreement contains provisions related to the composition of our board of directors and the committees of our board of directors and our corporate governance, which are also discussed below.

Restrictions on Transfer

Under the Institutional Shareholders Agreement, neither of the Principal Stockholders may sell or transfer shares of our capital stock (except for transfers to certain permitted transferees or certain block sale transfers) without the consent of the other Principal Stockholder. Additionally, in accordance with the terms of the Institutional Shareholder Agreement, each Management Stockholder may only transfer (1) up to 15% of its holdings during the first twelve month period following the consummation of the Offering (including the sale of up to 10% of its holdings in the Offering) and (2) up to 15% of its holdings during the second twelve month period following the Offering (which amount is to be determined at the beginning of such period), except that if the Principal Stockholders sell in excess of 15% of their pre-Offering holdings during either twelve month period (including sales in the Offering), each Management Stockholder may transfer on a pro rata basis with the Principal Stockholders. A Management Stockholder may transfer all of its holdings upon the earlier of the two year anniversary of the effective date of the registration statement for the Offering or at the time that both Principal Stockholders hold less than 10% of our Common Stock.

Additionally, the Principal Stockholders and the Management Stockholders have agreed not to sell any shares during the period beginning 14 days prior to the effective date of a registration statement filed in connection with the exercise of demand or piggyback registration rights by any stockholder until the earlier of (1) 180 days after the consummation of the Offering or 90 days after any other offering and (2) the expiration of the underwriters lock-up period for the applicable offering, provided that the Principal Stockholders and Management Stockholders have agreed that notwithstanding this provision, they will remain subject to the terms of any underwriter lock-up agreement for the applicable offering.

Registration Rights

The Institutional Shareholders Agreement provides that each of the Principal Stockholders are entitled to certain demand registration rights (provided that in accordance with the Institutional Shareholders Agreement neither Principal Stockholder may exercise demand registration rights prior to the expiration of the underwriter lock-up period for the Offering), including the right to require us to effect a shelf registration if we are eligible to file registration statements on Form S-3.

Under the Shareholders Agreements, in a demand registration, the non-requesting Principal Stockholder, the Management Stockholders and the eFG Stockholders are entitled to piggyback registration rights with respect to any registration request made by a Principal Stockholder, subject to limited exceptions. If the registration requested by a Principal Stockholder is in the form of an underwritten offering, and if the

managing underwriter of the offering determines that the number of securities proposed to be offered would have an adverse affect on the offering, the number of shares included in the offering will be determined as follows:

•

first, shares offered by the Principal Stockholders, the Management Stockholders (but only to the extent such shares were not acquired pursuant to the exercise of options) and the eFG Stockholders (pro rata, based on the number of their respective shares requested to be included in such offering);

•

second, shares offered by any other stockholders (pro rata, based on the number of their respective shares requested to be included in such offering); and

•

third, shares offered by us for our own account.

The Shareholders Agreements also provides that each Principal Stockholder, Management Stockholder and eFG Stockholder is entitled to piggyback registration rights with respect to any registration initiated by us, subject to certain limited exceptions. If we initiate a registration in the form of an underwritten offering, and if the managing underwriter of the offering determines that the number of securities proposed to be offered would have an adverse affect on the offering, then the number of shares included in the offering shall be determined as follows:

•

first, shares offered by us for our own account;

•

second, shares requested to be included by the Principal Stockholders, the Management Stockholders and the eFG Stockholders (pro rata, based on the number of their respective shares requested to be included in such offering);

•

third, shares offered by any other stockholders (pro rata, based on the number of their respective shares requested to be included in such offering).

In any such registration, we have agreed to indemnify the participating Principal Stockholders, Management Stockholders and eFG Stockholders.

Block Sales

Under the Institutional Shareholders Agreement, a Principal Stockholder may request to sell Common Stock in a block sale, provided that the Principal Stockholder gives written notice to us and the other Principal Stockholder. The other Principal Stockholder will then have the right to participate in the block sale on a proportional basis with the requesting Principal Stockholder. Each Principal Stockholder may make up to two block sales in any one year period, and each block sale must recognize proceeds of at least $20 million. These provisions terminate with respect to a Principal Stockholder if it owns less than 10% of our Common Stock.

Corporate Governance

Board of Directors

The Institutional Shareholders Agreement provides that each of the Principal Stockholders has the right to designate up to (1) three members of our board of directors if such Principal Stockholder owns 17.5% or more of our Common Stock, (2) two members of our board of directors if it owns less than 17.5% but at least 10% of our Common Stock and (3) one member of our board of directors if it owns less than 10% but at least 5% of our Common Stock. If a Principal Stockholder owns less than 5% of our Common Stock, it will no longer be entitled to designate members of our board of directors. To the extent a Principal Stockholder is no longer entitled to designate a board member, our board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, will nominate a director. Each Principal Stockholder has agreed to vote its shares in favor of the directors designated by the other Principal Stockholder in accordance with the terms of the agreement.

In connection with the completion of the Offering, each Principal Stockholder designated only two members of our board of directors. Messrs. Ezersky and Nordhaus were designated as members of our board of directors by the Quadrangle Stockholders and Messrs. Hodgson and Levy were designated as members of our board of directors by the General Atlantic Stockholders.

Committees of the Board

The Institutional Shareholders Agreement requires that our board of directors have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Audit Committee. The Institutional Shareholders Agreement requires that, during the 90-day period beginning on the date of effectiveness of the registration statement for the Offering, the Audit Committee will consist of four directors, including one director designated by the Quadrangle Stockholders, one director designated by the General Atlantic Stockholders and two independent directors designated by the board (upon the recommendation of the Nominating and Corporate Governance Committee). After such 90-day period and until one year from the date of effectiveness of the registration statement, the Institutional Shareholders Agreement requires that the Audit Committee consist of three directors, including one designated by the Quadrangle Stockholders or the General Atlantic Stockholders as determined by mutual agreement of the Principal Stockholders and two independent directors designated by the board (upon the recommendation of the Nominating and Corporate Governance Committee). Thereafter, our Audit Committee will consist of at least three independent directors designated by the board (upon the recommendation of the Nominating and Corporate Governance Committee).

Compensation Committee . The Institutional Shareholders Agreement requires that our Compensation Committee consist of three members, including one director designated by the Quadrangle Stockholders, one director designated by the General Atlantic Stockholders and one independent director designated by the board (upon the recommendation of the Nominating and Corporate Governance Committee).

Nominating and Corporate Governance Committee . The Institutional Shareholders Agreement requires that our Nominating and Corporate Governance Committee consist of three members, including one director designated by the Quadrangle Stockholders, one director designated by the General Atlantic Stockholders and one director designated by the board.

Under the Institutional Shareholders Agreement, if a Principal Stockholder holds less than 5% of our Common Stock, it loses the right to designate members of our board committees. Under these circumstances, such committee members will be selected by our board of directors (upon the recommendation of the Nominating and Corporate Governance Committee, except with respect to such committee). In addition, if both Principal Stockholders hold less than 5% of our Common Stock, the provisions in the Institutional Shareholders Agreement relating to the composition of our board of directors, composition of our board committees and corporate governance terminate.

Other Provisions

Under the Institutional Shareholders Agreement, we have agreed that the doctrine of “corporate opportunity” will not apply against our Principal Stockholders in a manner that would prohibit them from investing in competing businesses or doing business with our clients and customers.

The Institutional Shareholders Agreement also requires us to deliver to each stockholder who owns 5% or more of our Common Stock in the aggregate certain monthly financial statements as soon as practicable after they are available, subject to customary confidentiality provisions. Additionally, except to the extent available on the Securities and Exchange Commission’s EDGAR system, we are required to deliver to each stockholder who owns 5% or more of our Common Stock copies of all financial statements, reports, notices and proxy statements and all regular and periodic reports, and registration statements or prospectuses filed by us with the Securities and Exchange Commission.

A copy of the Institutional Shareholders Agreement is attached as Exhibit 4.2 hereto and is incorporated by reference herein in its entirety.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the Offering, we amended and restated our certificate of incorporation (the “Amended and Restated Certificate”), effective July 20, 2007, and our by-laws (the “Amended and Restated By-laws”), effective July 23, 2007. Below is a summary of the material provisions of these documents, as amended.

Capital Stock; Stock Conversion; Stock Split

Prior to the Offering, we had one class of common stock and one class of preferred stock, our Common Stock and our Series A convertible preferred stock. On July 23, 2007, in accordance with the terms of the certificate of designation for the Series A convertible preferred stock, the Principal Stockholders, who together owned more than 66 ² / 3 % of the outstanding Series A convertible preferred stock, required that all of the outstanding shares of Series A convertible preferred stock be converted into our Common Stock (the “Conversion”). As a result, we only have Common Stock outstanding. In addition, on June 18, 2007, we increased our total authorized number of shares of capital stock and effected a 461 to 1 stock split (the “Stock Split”).

Our Amended and Restated Certificate authorizes 240,000,000 shares of Common Stock, par value $0.01 per share and 20,000,000 shares of preferred stock, par value $0.01 per share. After the Conversion, the Stock Split and the Offering, we have 62,025,762 shares of Common Stock outstanding and no shares of preferred stock outstanding.

Common Stock

The holders of our Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of the Common Stock do not have any preemptive rights or cumulative voting rights, which means that the holders of a majority of the outstanding Common Stock voting for the election of directors can elect all directors then being elected. The holders of our Common Stock are entitled to receive dividends when, as, and if declared by our board out of legally available funds. Upon our liquidation or dissolution, the holders of Common Stock will be entitled to share ratably in those of our assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. All of the outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of shares of any series of preferred stock that may be issued in the future.

Preferred Stock

We are authorized to issue up to 20,000,000 shares of preferred stock. Our board of directors is authorized, subject to limitations prescribed by Delaware law and our Amended and Restated Certificate, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our board of directors is also authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders.

Directors’ Liability; Indemnification of Directors and Officers

Our Amended and Restated Certificate provides that a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except:

•

for any breach of the duty of loyalty;

•

for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;

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for liability under Section 174 of the Delaware General Corporation Law (relating to unlawful dividends, stock repurchases or stock redemptions); or

•

for any transaction from which the director derived any improper personal benefit.

This provision does not limit or eliminate our rights or those of any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, our Amended and Restated Certificate and Amended and Restated By-laws provide that we indemnify each director and the officers, employees, and agents determined by our board of directors to the fullest extent provided by the laws of the State of Delaware.

Corporate Opportunity

Our Amended and Restated Certificate also provides that the doctrine of “corporate opportunity” will not apply against our Principal Stockholders in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers.

Special Meetings of Stockholders

Our Amended and Restated Certificate provides that special meetings of stockholders may be called only by the chairman or by a majority of the members of our board. Stockholders are not permitted to call a special meeting of stockholders, to require that the chairman call such a special meeting, or to require that our board request the calling of a special meeting of stockholders.

Stockholder Action; Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Amended and Restated Certificate provides that stockholders may not take action by written consent, but may only take action at duly called annual or special meetings, unless the action to be effected by written consent and the taking of such action by written consent have expressly been approved in advance by the board. In addition, our Amended and Restated By-laws establish advance notice procedures for:

•

stockholders to nominate candidates for election as a director; and

•

stockholders to propose topics for consideration at stockholders’ meetings.

Stockholders must notify our corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the information specified in our by-laws. To be timely, the notice must be received at our corporate headquarters not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year or for the first annual meeting following the Offering, notice by the stockholder, to be timely, must be received not earlier than the 120 ^th day prior to the annual meeting and not later than the later of the 90 ^th day prior to the annual meeting or the 10 ^th day following the day on which we notify stockholders of the date of the annual meeting, either by mail or other public disclosure. In the case of a special meeting of stockholders called to elect directors, the stockholder notice must be received not earlier than 120 days prior to the special meeting and not later than the later of the 90th day prior to the special meeting or 10 ^th day following the day on which we notify stockholders of the date of the special meeting, either by mail or other public disclosure. Notwithstanding the above, in the event that the number of directors to be elected to the board at an annual meeting is increased and we do not make any public announcement naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s annual meeting, a stockholder notice of nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it is delivered not later than the close of business on the 10th day following the day on which such public announcement is first made.

Election and Removal of Directors

Our board is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. Our stockholders may only remove directors for cause and with the vote of at least 66 ² / 3 % of the total voting power of our issued and outstanding capital stock entitled to vote in the election of directors. Our board of directors may elect a director to fill a vacancy, including vacancies created by the expansion of the board of directors.

Our Amended and Restated Certificate and Amended and Restated By-laws do not provide for cumulative voting in the election of directors.

Amendment of the Certificate of Incorporation and By-Laws

Our Amended and Restated Certificate provides that the affirmative vote of the holders of at least 66 ² / 3 % of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors is required to amend the following provisions of our Amended and Restated Certificate:

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the provisions relating to our classified board of directors;

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the provisions relating to the number and election of directors, the appointment of directors upon an increase in the number of directors or vacancy, and the provisions relating to the removal of directors;

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the provisions requiring a 66 ² / 3 % stockholder vote for the amendment of certain provisions of our certificate of incorporation and for the adoption, amendment or repeal of our by-laws; and

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the provisions relating to the restrictions on stockholder actions by written consent.

In addition, our board of directors is permitted to alter our Amended and Restated By-laws without obtaining stockholder approval.

Our Amended and Restated Certificate of Incorporation and our Amended and Restated By-laws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference in their entirety.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation.

3.2		Amended and Restated By-laws.

4.1		Second Amended and Restated Shareholders Agreement, dated as of July 23, 2007, by and between Dice Holdings, Inc. and the eFG Shareholders named therein.

4.2		Institutional and Management Shareholders Agreement, dated as of July 23, 2007, by and among Dice Holdings, Inc., the Quadrangle Entities named therein, the General Atlantic Entities named therein and the Management Shareholders named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


DICE HOLDINGS, INC.

By:		/s/ Brian P. Campbell
Name:		Brian P. Campbell
Title:		Vice President, Business and Legal Affairs

Dated: July 23, 2007

EXHIBIT INDEX


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation.

3.2		Amended and Restated By-laws.

4.1		Second Amended and Restated Shareholders Agreement, dated as of July 23, 2007, by and between Dice Holdings, Inc. and the eFG Shareholders named therein.

4.2		Institutional and Management Shareholders Agreement, dated as of July 23, 2007, by and among Dice Holdings, Inc., the Quadrangle Entities named therein, the General Atlantic Entities named therein and the Management Shareholders named therein.

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

DICE HOLDINGS, INC.

(Pursuant to Section 245 of the General Corporation Law of the State of Delaware)

The undersigned executive officer of Dice Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: The name of the corporation is Dice Holdings, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on the 28th day of June 2005.

SECOND: A Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed on the 30th day of August 2005.

THIRD: A Certificate of Designation was filed on the 30th day of August 2005.

FOURTH: A Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed on the 27th day of October 2006.

FIFTH: A Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed on the 18 ^th day of June 2007.

The Certificate of Incorporation as amended and corrected as described in the “FIRST” through “FIFTH” paragraphs herein is referred to as the “ Existing Certificate of Incorporation .”

SIXTH: This Certificate of Incorporation (the “ Certificate of Incorporation ”) has been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law (“ General Corporation Law ”) and by the written consent of stockholders in accordance with Section 228 of the General Corporation Law.

SEVENTH: This Certificate of Incorporation further amends and restates in its entirety the Existing Certificate of Incorporation of the Corporation to read as follows:

1. Name . The name of the corporation is “Dice Holdings, Inc.”

2. Address; Registered Office and Agent . The address of the Corporation’s registered office in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3. Purposes . The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4. Number of Shares .

4.1 The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock which the Corporation shall have authority to issue is 260,000,000 shares, consisting of (i) 240,000,000 shares of Common Stock, $0.01 par value per share (“ Common Stock ”) and (ii) 20,000,000 shares of Preferred Stock, $0.01 par value per share (“ Preferred Stock ”).

5. Classes of Shares . The designation, relative rights, preferences and limitations of the shares of each class are as follows:

5.1 Common Stock . Except as otherwise provided by law or by this Certificate of Incorporation and subject to the express terms of any series of shares of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of Directors and for all other purposes, each holder of record of shares of Common Stock shall be entitled to one vote for each share of Common Stock standing in his or her name on the books of the Corporation. Except as otherwise provided by law or by this Certificate of Incorporation and subject to the express terms of any series of shares of Preferred Stock, the holders of shares of Common Stock shall be entitled, to the exclusion of the holders of shares of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors of the Corporation (the “ Board ”). In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably according to the number of shares of Common Stock held by them in all remaining assets of the Corporation available for distribution to its stockholders. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law or any corresponding provision hereinafter enacted.

5.2 Preferred Stock . The shares of Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and with such powers, including voting powers, if any, and the designations, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of Preferred Stock from time to time adopted by the Board pursuant to authority so to do which is hereby expressly vested in the Board. The powers, including voting powers, if any, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Each series of shares of Preferred Stock: (a) may have such voting rights or powers, full or limited, if any; (b) may be subject to redemption at such time or times and at such prices, if any; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock, if any; (d) may have such rights upon the voluntary or involuntary liquidation, winding up or dissolution of, upon any distribution of the assets of, or in the event of any merger, sale or consolidation of, the Corporation, if any; (e) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation (or any other securities of the

Corporation or any other person) at such price or prices or at such rates of exchange and with such adjustments, if any; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts, if any; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation, if any; (h) may be subject to restrictions on transfer or registration of transfer, or on the amount of shares that may be owned by any person or group of persons; and (i) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, if any; all as shall be stated in said resolution or resolutions of the Board providing for the designation and issue of such shares of Preferred Stock.

6. Board of Directors .

6.1 Number of Directors . The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Unless and except to the extent that the Amended and Restated By-laws of the Corporation, as such By-laws may be amended from time to time (the “ By-laws ”), shall so require, the election of the Directors of the Corporation need not be by written ballot. Except as otherwise provided for or fixed pursuant to the provisions of Section 5 of this Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the total number of Directors constituting the entire Board shall be not less than 5 nor more than 20, with the then authorized number of Directors being fixed from time to time by the Board.

During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for or fixed pursuant to the provisions of Section 5 hereof, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of Directors of the Corporation shall automatically be increased by such specified number of Directors, and the holders of such Preferred Stock shall be entitled to elect the additional Directors so provided for or fixed pursuant to said provisions, and (ii) each such additional Director shall serve until such Director’s successor shall have been duly elected and qualified, or until such Director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional Directors, shall forthwith terminate and the total and authorized number of Directors of the Corporation shall be reduced accordingly.

6.2 Staggered Board . The Board (other than those Directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Section 5 hereof (the “ Preferred Stock Directors ”) shall be divided into

three classes, as nearly equal in number as possible, designated as Class I, Class II and Class III. Class I Directors shall initially serve until the 2008 annual meeting of stockholders; Class II Directors shall initially serve until the 2009 annual meeting of stockholders; and Class III Directors shall initially serve until the 2010 annual meeting of stockholders. Commencing with the annual meeting of stockholders in 2008, Directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of Directors in each class shall be apportioned as nearly equally as possible.

6.3 Vacancies and Newly Created Directorships . Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board. Any Director so chosen shall hold office until the expiration of the term of office of the Director whom he or she has replaced and until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any incumbent Director.

6.4 Removal of Directors . Except for such additional Directors, if any, as are elected by the holders of any series of Preferred Stock as

provided for or fixed pursuant to the provisions of Section 5 hereof, any Director, or the entire Board, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66-2/3% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

7. Limitation of Liability . To the fullest extent permitted under the General Corporation Law, as amended from time to time, no Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, provided that this provision shall not eliminate or limit the liability of a Director (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law or (d) for any transaction from which the Director derived any improper personal benefits. If the General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a Director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8. Indemnification .

8.1 Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “ Other Entity ”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

8.2 Prepayment of Expenses . The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided , however , that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Section 8 or otherwise.

8.3 Claims . If a claim for indemnification or advancement of expenses under this Section 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4 Nonexclusivity of Rights . The rights conferred on any Covered Person by this Section 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested Directors or otherwise.

8.5 Other Sources . The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a Director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such Other Entity.

8.6 Amendment or Repeal . Any repeal or modification of the foregoing provisions of this Section 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7 Other Indemnification and Prepayment of Expenses . This Section 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9. Adoption, Amendment and/or Repeal of By-Laws . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the Stockholders of the Corporation to alter or repeal any By-laws whether adopted by them or otherwise. Notwithstanding any other provisions of this Certificate of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be permitted by applicable law, this Certificate of Incorporation or the By-laws), but in addition to any affirmative vote of the holders of any particular class of stock of the Corporation required by applicable law or this Certificate of Incorporation, the affirmative vote of the holders of at least 66-2/3% of the voting power of the shares of the then outstanding voting stock of the Corporation, voting together as a single class, shall be required to adopt new By-laws or to alter, amend or repeal the By-laws.

10. Certificate Amendments . The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation. In addition, other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, Directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted and held subject to the rights the Corporation has reserved in this Section 10. Notwithstanding any other provisions of this Certificate of

Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be permitted by applicable law, this Certificate of Incorporation or the By-laws), but in addition to any affirmative vote of the holders of any particular class of stock of the Corporation required by applicable law or this Certificate of Incorporation, the affirmative vote of the holders of at least 66-2/3% of the voting power of the shares of the then outstanding voting stock of the Corporation, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with Sections 6, 9, 10, 11 or 12 of this Certificate of Incorporation.

11. Written Consent Prohibition . Except as otherwise provided for or fixed pursuant to the provisions of Section 5 of this Certificate of Incorporation relating to the rights of holders of any series of Preferred Stock, no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders, unless the action to be effected by written consent of stockholders and the taking of such action by such written consent have expressly been approved in advance by the Board.

12. Special Meetings of the Corporation’s Stockholders . Unless otherwise provided by applicable law and subject to the express terms of any series of shares of Preferred Stock, a special meeting of the Corporation’s stockholders may be called only by (a) the Corporation’s Chairman of the Board or (b) a majority of the members of the Board, and may not be called by any other person or persons.

13. Corporate Opportunity . The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation and any

Institutional Shareholder (as such term is defined in Institutional and Management Shareholders Agreement, dated as of July 23, 2007 among the Corporation, the Quadrangle Entities named therein, the GA Entities named therein and the Management Shareholders named therein (the “Shareholders Agreement”)). No Institutional Shareholder nor any of its Affiliates (as defined in the Shareholders Agreement) shall have any obligation to refrain from (1) engaging in the same or similar activities or lines of business as the Corporation or developing or marketing any products or services that compete, directly or indirectly, with those of the Corporation, (2) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person (as defined in the Shareholders Agreement) engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or (3) doing business with any client or customer of the Company (each of the activities referred to in clauses (i)-(iii), a “Competing Activity”); provided that, with respect to each Competing Activity in which an Institutional Shareholder engages, such Institutional Shareholder shall, and shall cause its Affiliates to, use its reasonable best efforts to implement appropriate internal controls to protect Confidential Information (as defined in the Shareholders Agreement) in a manner consistent with the obligations of such Institutional Shareholder pursuant to the confidentiality provisions of the Shareholders Agreement.

WITNESS the signature of this Amended and Restated Certificate of Incorporation this 20 ^th day of July, 2007.


DICE HOLDINGS, INC.

By:		/s/ Brian Campbell
Name:		Brian Campbell
Title:		Vice President and General Counsel

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

Dice Holdings, Inc.

(A Delaware Corporation)

ARTICLE 1

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 “ Assistant Secretary ” means an Assistant Secretary of the Corporation.

1.2 “ Assistant Treasurer ” means an Assistant Treasurer of the Corporation.

1.3 “ Board ” means the Board of Directors of the Corporation.

1.4 “ By-laws ” means these Amended and Restated By-Laws of the Corporation, as further amended from time to time.

1.5 “ Certificate of Incorporation ” means the Amended and Restated Certificate of Incorporation of the Corporation, as further amended, supplemented or restated from time to time.

1.6 “ Chairman ” means the Chairman of the Board of Directors of the Corporation.

1.7 “ CEO ” means the Chief Executive Officer of the Corporation.

1.8 “ Chief Financial Officer ” means the Chief Financial Officer of the Corporation.

1.9 “ Controller ” means the Controller of the Corporation.

1.10 “ Corporation ” means Dice Holdings, Inc.

1.11 “ Directors ” means directors of the Corporation.

1.12 “ Entire Board ” means all then authorized directors of the Corporation.

1.13 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.

1.14 “ General Corporation Law ” means the General Corporation Law of the State of Delaware, as amended from time to time.

1.15 “ IPO Date ” “ means the date upon which the Corporation consummates the initial public offering of shares of common stock of the Corporation pursuant to an effective Registration Statement filed under the Securities Act.

1.16 “ Office of the Corporation ” means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.17 “ President ” means the President of the Corporation.

1.18 “ Secretary ” means the Secretary of the Corporation.

1.19 “ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute thereto.

1.20 “ Stockholders ” means stockholders of the Corporation.

1.21 “ Treasurer ” means the Treasurer of the Corporation.

1.22 “ Vice President ” means a Vice President of the Corporation.

ARTICLE 2

STOCKHOLDERS

2.1 Place of Meetings . Every meeting of Stockholders may be held at such place, within or without the State of Delaware, as may be designated by resolution of the Board from time to time. The Board may, in its sole discretion, determine that the meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Delaware law.

2.2 Annual Meeting . If required by applicable law, a meeting of Stockholders shall be held annually for the election of Directors at such date and time as may be designated by resolution of the Board from time to time. Any other business may be transacted at the annual meeting as shall have been properly brought before the meeting.

2.3 Special Meetings . Unless otherwise prescribed by applicable law and subject to the express terms of any series of shares of preferred stock, special meetings of Stockholders may be called only by (a) the Chairman or (b) a majority of the members of the Board, and may not be called by any other person or persons. Business transacted at any special meeting of Stockholders shall be limited to the purpose stated in the notice.

2.4 Fixing Record Date . For the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof or (ii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,

conversion or exchange of stock; or (b) any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date was adopted by the Board and which record date, unless otherwise required by applicable law, shall not be (y) in the case of clause (a)(i) above, more than 60 nor less than 10 days before the date of such meeting and (z) in the case of clause (a)(ii) or (b) above, more than 60 days prior to such action. If no such record date is fixed:

2.4.1 the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held; and

2.4.2 the record date for determining Stockholders for any purpose other than those specified in Section 2.4.1 hereof shall be the close of business on the day on which the Board adopts the resolution relating thereto. When a determination of Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

2.5 Notice of Meetings of Stockholders . Whenever under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be

present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Certificate of Incorporation or these By-laws, notice of any meeting shall be given, not less than 10 nor more than 60 days before the date of the meeting, to each Stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Any meeting of Stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

2.6 Waivers of Notice . Whenever giving notice to Stockholders is required by applicable law, the Certificate of Incorporation or these By-laws, a waiver thereof, given by the person entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when

the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any waiver of notice unless so required by applicable law, the Certificate of Incorporation or these By-laws.

2.7 List of Stockholders . The Secretary shall prepare and make, at least 10 days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder, the Stockholder’s agent, or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, during ordinary business hours at the principal place of business of the Corporation, or on a reasonably accessible electronic network as provided by applicable law. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for examination as provided by applicable law. Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible for election to any office at such meeting. Except as provided by applicable law, the stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the stock ledger, the list of Stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of Stockholders.

2.8 Quorum of Stockholders; Adjournment . Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-laws, at each meeting of Stockholders, the presence in person or by proxy of the holders of a majority in voting power of all outstanding shares of stock entitled to vote at the meeting of Stockholders, shall constitute a quorum for the transaction of any business at such meeting, except that, where a separate vote by a class or series of classes is required, a quorum shall consist of no less than a majority in voting power of the shares of such classes or series of classes. When a quorum is present to organize a meeting of Stockholders and for purposes of voting on any matter, the quorum for such meeting or matter is not broken by the subsequent withdrawal of any Stockholder. In the absence of a quorum, the person presiding over the meeting or the holders of a majority in voting power of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided , however , that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.9 Voting; Proxies . Unless otherwise provided in the Certificate of Incorporation, every Stockholder entitled to vote at any meeting of Stockholders shall be

entitled to one vote for each share of stock held by such Stockholder which has voting power upon the matter in question. At any meeting of Stockholders, all matters, except as otherwise provided by the Certificate of Incorporation, these By-laws, the rules and regulations of any stock exchange applicable to the Corporation, applicable law or pursuant to any rules or regulations applicable to the Corporation or its securities, shall be decided by the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote thereon. At all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect Directors as more fully provided under Section 3.3. Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for such Stockholder by proxy but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new proxy bearing a later date.

2.10 Voting Procedures and Inspectors of Election at Meetings of Stockholders . The Board, in advance of any meeting of Stockholders, may, and shall if required by applicable law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors to

act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies or votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a Stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

2.11 Conduct of Meetings; Director Nominations; Meeting Business and Other Stockholder Proposals .

2.11.1. Conduct of Meetings : The Board may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem

appropriate. At each meeting of Stockholders, the CEO, or in the absence of the CEO, the President, or in the absence of the President, the Chairman, or if there is no Chairman or if there be one and the Chairman is absent, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present), shall preside over the meeting. Except to the extent inconsistent with such rules and regulations as are adopted by the Board, the person presiding over any meeting of Stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting applicable to Stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding officer at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding officer should so determine, such person shall so declare to

the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The Secretary, or in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting. In case none of the officers above designated to act as the person presiding over the meeting or as secretary of the meeting, respectively, shall be present, a person presiding over the meeting or a secretary of the meeting, as the case may be, shall be designated by the Board, and in case the Board has not so acted, in the case of the designation of a person to act as secretary of the meeting, designated by the person presiding over the meeting.

2.11.2. Director Nominations : Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons for election to the Board may be made at an annual meeting or special meeting of Stockholders only (i) by or at the direction of the Board, (ii) by any nominating committee designated by the Board or (iii) by any Stockholder of the Corporation who was a Stockholder of record of the Corporation at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote for the election of Directors at the meeting and who complies with the applicable provisions of Section 2.11.4 hereof (persons nominated in accordance with (iii) above are referred to herein as “Stockholder nominees”).

2.11.3. Meeting Business : At any annual meeting of Stockholders, only such business shall be conducted as shall have been properly brought before the

meeting. To be properly brought before an annual meeting of Stockholders, (i) business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the meeting by a Stockholder who was a Stockholder of record of the Corporation at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the applicable provisions of Section 2.11.4 hereof (business brought before the meeting in accordance with (iii) above is referred to as “Stockholder business”).

2.11.4. Other Stockholder Proposals : In addition to any other applicable requirements, at any annual or special meeting of Stockholders (i) all nominations of Stockholder nominees must be made by timely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Nomination”) and (ii) all proposals of Stockholder business must be made by timely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Business”). To be timely, the Notice of Nomination or the Notice of Business, as the case may be, must be delivered personally to, or mailed to, and received at the Office of the Corporation, addressed to the attention of the Secretary, (i) in the case of the nomination of a person for election to the Board or business to be conducted, at an annual meeting of Stockholders, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date of the prior year’s annual meeting of Stockholders or (ii) in the case of the nomination of a person for election to the Board at a special meeting of Stockholders, not more than one hundred and twenty (120) days prior

to and not less than the later of (a) ninety (90) days prior to such special meeting or (b) the tenth (10th) day following the day on which the notice of such special meeting was made by mail or Public Disclosure (as defined below); provided, however, that in the event that either (i) the annual meeting of Stockholders is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the first anniversary of the prior year’s annual meeting of Stockholders, (ii) no annual meeting was held during the prior year or (iii) in the case of the Corporation’s first annual meeting of Stockholders following its IPO Date, notice by the Stockholder to be timely must be received (i) no earlier than one hundred and twenty (120) days prior to such annual meeting and (ii) no later than the later of ninety (90) days prior to such annual meeting or ten (10) days following the day the notice of such annual meeting was made by mail or Public Disclosure, regardless of any postponement, deferral or adjournment of the meeting to a later date. In no event shall the Public Disclosure of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of the Notice of Nomination or Notice of Business, as applicable.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered at the Office of the Corporation, addressed to the attention of the Secretary, not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

The Notice of Nomination shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing to make nominations, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (iv) all information regarding each Stockholder nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Exchange Act and the written consent of each such Stockholder nominee to being named in a proxy statement as a nominee and to serve if elected and (v) all other information that would be required to be filed with the Securities and Exchange Commission if the person proposing such nominations were a participant in a solicitation subject to Section 14 of the Exchange Act or any successor statute thereto. The Corporation may require any Stockholder nominee to furnish such other information as it may reasonably require to determine the eligibility of such Stockholder nominee to serve as a Director of the Corporation. The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting that any proposed nomination of a Stockholder nominee was not made in accordance with the foregoing procedures and, if he or she should so determine, shall so declare to the meeting, and the defective nomination shall be disregarded.

The Notice of Business shall set forth (i) the name and record address of the Stockholder and/or beneficial owner proposing such Stockholder business, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such Stockholder and/or such beneficial owner, (iii) a representation that the Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business, (iv) a brief description of the Stockholder business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws, the language of the proposed amendment, and the reasons for conducting such Stockholder business at the annual meeting, (v) any material interest of the Stockholder and/or beneficial owner in such Stockholder business and (vi) all other information that would be required to be filed with the Securities and Exchange Commission if the person proposing such Stockholder business were a participant in a solicitation subject to Section 14 of the Exchange Act. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at the annual meeting of Stockholders except in accordance with the procedures set forth in Section 2.11.3 and this Section 2.11.4, provided, however, that nothing in this Section 2.11.4 shall be deemed to preclude discussion by any Stockholder of any business properly brought before the annual meeting in accordance with said procedures. Notwithstanding anything else to the contrary in these By-laws, any Stockholder business may be excluded if the exclusion of such Stockholder business is permitted by the applicable regulations of the Securities and Exchange Commission. Only such business shall be conducted at a special meeting of

Stockholders as shall have been brought before the special meeting pursuant to the Corporation’s notice of meeting. The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the foregoing procedures and, if he or she should so determine, shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

Notwithstanding the foregoing provisions of this Section 2.11, if the Stockholder (or a qualified representative of the Stockholder) does not appear at the annual or special meeting of Stockholders to present the Stockholder nomination or the Stockholder business, as applicable, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

For purposes of this Section 2.11, “Public Disclosure” shall be deemed to be first made when disclosure of such date of the annual or special meeting of Stockholders, as the case may be, is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11. Nothing in this Section 2.11 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation.

2.12 Order of Business . The order of business at all meetings of Stockholders shall be as determined by the person presiding over the meeting.

ARTICLE 3

DIRECTORS

3.1 General Powers . Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these By-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

3.2 Number; Qualification; Term of Office . Except as otherwise provided in the Certificate of Incorporation, the Board shall consist of no fewer than 5 nor more than 20 members, the number thereof to be determined from time to time by resolution of the Board. Directors need not be Stockholders. Each Director shall hold office until a successor is duly elected and qualified or until the Director’s earlier death, resignation, disqualification or removal. The Board (other than those Directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of the Certificate of Incorporation (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I Directors shall initially serve until the first annual meeting of Stockholders held after the IPO Date; Class II Directors shall initially serve until the second annual meeting of Stockholders held after the IPO Date; and Class III Directors shall initially serve until the third annual meeting of Stockholders held after the IPO Date. Commencing with the first annual meeting of Stockholders held after the IPO

Date, Directors of each class the term of which shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting of Stockholders and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible.

3.3 Election . Directors shall, except as otherwise required by applicable law or by the Certificate of Incorporation, be elected by a plurality of the votes cast at a meeting of Stockholders by the holders of shares present in person or represented by proxy at the meeting and entitled to vote in the election.

3.4 Newly Created Directorships and Vacancies . Unless otherwise provided by applicable law or the Certificate of Incorporation and subject to the rights of the holders of any series of Preferred Stock then outstanding, any newly created Directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office although less than a quorum, or by a sole remaining Director, and Directors so chosen shall hold office until the expiration of the term of office of the Director whom he or she has replaced and until his or her successor is duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director. When any Director shall give notice of resignation effective at a future date, the Board may fill such vacancy to take effect when such resignation shall become effective in accordance with the General Corporation Law.

3.5 Resignation . Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.6 Removal . Except for Preferred Stock Directors, any Director, or the Entire Board, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66-2/3% of the total voting power of the outstanding shares of stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

3.7 Compensation . Each Director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees (payable in cash or equity) for attendance at Directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties. Each Director who shall serve as a member of any committee of Directors in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in the performance of his or her duties. Nothing contained in this Section 3.7 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8 Regular Meetings . Regular meetings of the Board may be held without notice at such times and at such places within or without the State of Delaware as shall from time to time be determined by the Board.

3.9 Special Meetings . Special meetings of the Board may be held at any time or place, within or without the State of Delaware, whenever called by the Chairman, the CEO, the President or the Secretary or by any two or more Directors then serving as Directors on at least 24 hours’ notice to each Director given by one of the means specified in Section 3.12 hereof other than by mail, or on at least three days’ notice if given by mail.

3.10 Telephone Meetings . Directors or members of any committee designated by the Board may participate in a meeting of the Board or of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.

3.11 Adjourned Meetings . A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.12 hereof other than by mail, or at least three (3) days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

3.12 Notice Procedure . Subject to Sections 3.9 and 3.10 hereof, whenever, under the provisions of applicable law, the Certificate of Incorporation or these By-laws, notice is required to be given to any Director, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or other means of electronic transmission.

3.13 Waiver of Notice . Whenever the giving of any notice to Directors is required by applicable law, the Certificate of Incorporation or these By-laws, a waiver thereof, in writing, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or a committee of Directors need be specified in any written waiver of notice unless so required by applicable law, the Certificate of Incorporation or these By-laws.

3.14 Organization . At each meeting of the Board, the Chairman, or in the absence of the Chairman, the CEO or, in the absence of the CEO, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case

the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.15 Quorum of Directors . The presence in person of a majority of the Entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

3.16 Action by Majority Vote . Except as otherwise expressly required by applicable law, the Certificate of Incorporation or these By-laws, the act of a majority of the Entire Board at a meeting at which a quorum is present shall be the act of the Board; provided, that to the extent one or more Directors recuses himself or herself from an act, the act of a majority of the remaining Directors then in office shall be the act of the Board.

3.17 Action Without Meeting . Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE 4

COMMITTEES OF THE BOARD

The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may adopt charters for one or more of such committees. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law (including Section 141(c)(2) of the General Corporation Law as it exists now or may hereafter be amended) and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it. The Board may remove any Director from any committee at any time, with or without cause. Unless otherwise specified in the resolution of the Board designating a committee or the charter for such committee, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the

committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these By-laws.

ARTICLE 5

OFFICERS

5.1 Positions . The officers of the Corporation shall be a CEO, a President, a Secretary, a Treasurer and such other officers as the Board may elect, including a Chairman, a Chief Financial Officer, a Controller, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by resolution of the Board. The Board may elect one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-laws otherwise provide.

5.2 Election . The officers of the Corporation shall be elected by the Board at its annual meeting or at such other time or times as the Board shall determine.

5.3 Term of Office . Each officer of the Corporation shall hold office for the term for which he or she is elected and until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Such resignation shall take

effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any. Any officer may be removed at any time, with or without cause, by the Board. Any vacancy occurring in any office of the Corporation may be filled by the Board. The removal of an officer, with or without cause, shall be without prejudice to the officer’s contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

5.4 Fidelity Bonds . The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.5 Chairman . The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by resolution of the Board.

5.6 Chief Executive Officer . The CEO shall have general supervision over, and direction of, the business and affairs of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of the Board. The CEO shall preside at all meetings of the Stockholders and at all meetings of the Board at which the Chairman (if there be one) is not present. The CEO may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed and, in general, the CEO shall perform all duties incident to the office of CEO of a corporation and such other duties as may from time to time be assigned to the CEO by resolution of the Board.

5.7 President . The President shall have general supervision over, and direction of, the business and affairs of the Corporation, subject, however to the control of the CEO and the Board and any duly authorized committee of the Board. In the absence of the CEO, the President shall preside at meetings of the Stockholders and at meetings of the Board at which the Chairman (if there be one) is not present. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to the CEO or some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed and, in general, the President shall perform all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President by resolution of the Board.

5.8 Chief Financial Officer . The Chief Financial Officer shall have overall supervision of the financial operations of the Corporation and shall perform all duties incident to the office of chief financial officer of a corporation and such other duties as may from time to time be assigned the Chief Financial Officer by the CEO or resolution of the Board.

5.9 Controller . The Controller shall be the chief accounting officer of the Corporation and shall perform all duties incident to the office of controller of a corporation and such other duties as may from time to time be assigned the Controller by the CEO, the Chief Financial Officer or resolution of the Board.

5.10 Vice Presidents . The Vice-Presidents shall perform such duties as may from time to time be assigned to such Vice Presidents by the CEO, the President or resolution of the Board. At the request of the CEO or, in the absence of the CEO, the President, or, in the President’s absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the President and, in so performing, shall have all the powers of, and be subject to all restrictions upon, the President. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed.

5.11 Secretary . The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all the proceedings of the meetings of the Board and of the Stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the Stockholders and shall perform such other duties as may be prescribed by the Board, the CEO or the President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same on any instrument requiring it, and when so affixed, the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board may, by resolution, give general authority to any other officer to

affix the seal of the Corporation and to attest the same by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the CEO, the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by resolution of the Board, by the CEO or by the President.

5.12 Treasurer . The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Corporation; have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the CEO, the President or the Board, whenever the CEO, the President or the Board shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all

financial transactions of the Corporation; disburse the funds of the Corporation as ordered by the Board; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by resolution of the Board, by the CEO or by the President.

5.13 Assistant Secretaries and Assistant Treasurers . Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by resolution of the Board, by the CEO or by the President.

ARTICLE 6

INDEMNIFICATION

6.1 Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall

be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

6.2 Prepayment of Expenses . The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided , however , that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 6 or otherwise.

6.3 Claims . If a claim for indemnification or advancement of expenses under this Article 6 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

6.4 Nonexclusivity of Rights . The rights conferred on any Covered Person by this Article 6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

6.5 Other Sources . The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such Other Entity.

6.6 Amendment or Repeal . Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

6.7 Other Indemnification and Prepayment of Expenses . This Article 6 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE 7

GENERAL PROVISIONS

7.1 Certificates Representing Shares . The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, such certificates shall be in such form as shall be approved by the Board. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the Chairman of the Board, the President, the CEO or by any Vice

President, and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

7.2 Transfer and Registry Agents . The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

7.3 Lost, Stolen or Destroyed Certificates . The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

7.4 Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

7.5 Seal . The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.6 Fiscal Year . The fiscal year of the Corporation shall be determined by resolution of the Board.

7.7 Amendments . Subject to the provisions of the Certificate of Incorporation, these By-laws may be altered, amended or repealed and new By-laws may be adopted either (i) by the Board or (ii) by the affirmative vote of at least 66-2/3% of the voting power of shares of stock present in person or represented by proxy and entitled to vote thereon. The power of the Board to alter, amend or repeal By-laws or to adopt new By-laws shall not divest or limit the power of Stockholders to alter, amend or repeal By-laws or to adopt new By-laws.

Exhibit 4.1

SECOND AMENDED AND RESTATED SHAREHOLDERS

AGREEMENT

dated as of

July 23, 2007

among

DICE HOLDINGS, INC.,

and

THE eFG SHAREHOLDERS NAMED HEREIN

TABLE OF CONTENTS


		PAGE
ARTICLE 1
D EFINITIONS

Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	6

ARTICLE 2
R ESTRICTIONS ON T RANSFER

Section 2.01.	General	7
Section 2.02.	Legends	7
Section 2.03.	Restrictions on Transfers by the eFG Shareholders	8
Section 2.04.	Notice of Transfers	9

ARTICLE 3
R EGISTRATION R IGHTS

Section 3.01.	Piggyback Registration	9
Section 3.02.	Lock-Up Agreements	12
Section 3.03.	Registration Procedures	12
Section 3.04.	Indemnification by the Company	16
Section 3.05.	Indemnification by Participating Shareholders	17
Section 3.06.	Conduct of Indemnification Proceedings	17
Section 3.07.	Contribution	18
Section 3.08.	Participation in Public Offering	20
Section 3.09.	Other Indemnification	20
Section 3.10.	Cooperation by the Company	20
Section 3.11.	No Transfer of Registration Rights	20

ARTICLE 4
C ERTAIN C OVENANTS AND A GREEMENTS

Section 4.01.	Confidentiality	20

ARTICLE 5
T ERMINATION

Section 5.01.	Termination	22


ARTICLE 6
M ISCELLANEOUS

Section 6.01.	Entire Agreement	22
Section 6.02.	Binding Effect; Benefit	22
Section 6.03.	Assignability	22
Section 6.04.	Waiver; Amendment	23
Section 6.05.	Consent
Section 6.06.	Notices	23
Section 6.07.	Fees and Expenses	23
Section 6.08.	Headings	24
Section 6.09.	Counterparts	24
Section 6.10.	Applicable Law	24
Section 6.11.	Waiver of Jury Trial	24
Section 6.12.	Specific Enforcement	24
Section 6.13.	Consent to Jurisdiction	24
Section 6.14.	Severability	24
Section 6.15.	Recapitalization	25
Section 6.16.	No Inconsistent Agreements	25

Exhibit A – Form of Joinder to Shareholders Agreement

SECOND AMENDED AND RESTATED

SHAREHOLDERS AGREEMENT

AGREEMENT (this “ Agreement ”) dated as of July 23, 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 ”).

W I T N E S S E T H :

WHEREAS, (i) the Company, (ii) Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP, and Quadrangle Capital Partners II-A LP (collectively, the “ Quadrangle Entities ”), (iii) General Atlantic Partners 79, L.P., Gapstar, LLC, GAP-W, LLC, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, and GAPCO GmbH & Co. KG , (collectively, the “ GA Entities ” and, together with the Quadrangle Entities, the “ Institutional Shareholders ”), (iv) the Persons listed on the signature pages thereof under “Management Shareholders” (the “ Management Shareholders ”) and (v) the eFG Shareholders are parties to that certain Amended and Restated Shareholders Agreement dated as of October 31, 2006 (the “ First Amended and Restated Shareholders Agreement ”);

WHEREAS, in connection with the initial public offering of Common Shares (the “ IPO ”), the parties hereto desire to amend and restate the First Amended and Restated Shareholders Agreement in its entirety as set forth herein; and

WHEREAS, the Institutional Shareholders and Management Shareholders have consented to the entry by the Company and the eFG Shareholders into this Agreement pursuant to Section 8.05 of that certain Institutional and Management Shareholders Agreement dated as of July 23, 2007, among the Company, the Quadrangle Entities, the GA Entities and the Management Shareholders (the “ Institutional and Management Shareholders Agreement ”).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01 . Definitions. The following terms, as used herein, have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided that no security holder of the Company shall be deemed an Affiliate of any other security holder solely by reason of any investment in the Company. For the purpose of this definition, the term “ control ” (including with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Aggregate Ownership ” means, with respect to any eFG Shareholder or group of eFG Shareholders, and with respect to any class of Company Securities, the total amount of such class of Company Securities “ beneficially owned ” (as such term is defined in Rule 13d-3 of the Exchange Act) (without duplication) by such eFG Shareholder or group of eFG Shareholders as of the date of such calculation.

“ Block Sale ” means any privately negotiated “block” sale with a market maker (as defined under the Exchange Act).

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“ Common Shares ” means shares of Common Stock.

“ Common Stock ” means the Common Stock, par value $.01 per share, of the Company.

“ Company Options ” means options to acquire Common Stock.

“ Company Securities ” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) Company Options, warrants or other rights to acquire Common Stock or any other equity or equity-linked security issued by the Company.

“ Demand Registration ” shall have the meaning set forth in Article 5.01 of the Institutional and Management Shareholders Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ GAAP ” means generally accepted accounting principles in the United States.

“ Initial Ownership ” means, with respect to any eFG Shareholder and any class of Company Securities, the Aggregate Ownership of such class by such eFG Shareholder immediately after consummation of the IPO, or, in the case of any Person who shall become a party to this Agreement on a later date, as of such later date, in each case taking into account any stock split, stock dividend, reverse stock split or similar event.

“ Involuntary Transfer ” means any transfer, proceeding or action by or in which an eFG Shareholder shall be deprived or divested of any right, title or interest in or to any of such eFG Shareholder’s Company Securities, including (i) any seizure under levy of attachment or execution, (ii) any transfer in connection with bankruptcy (whether pursuant to the filing of a voluntary or an involuntary petition under the United States Bankruptcy Code of 1978, or any modifications or revisions thereto) or other court proceeding to a debtor in possession, trustee in bankruptcy or receiver or other officer or agency, (iii) any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property and (iv) any transfer pursuant to a divorce or separation agreement or a final decree of a court in a divorce action.

“ IPO Registration Statement ” means the registration statement on Form S-1 for the IPO.

“ NASD ” means the National Association of Securities Dealers, Inc.

“ Permitted Transferee ” means, in the case of any eFG Shareholder, (A) a Person to whom Company Securities are Transferred from such eFG Shareholder (1) by will or the laws of descent and distribution or (2) by gift without consideration of any kind, provided that, in the case of clause (2), such transferee is the spouse or the lineal descendant, sibling or parent of such eFG Shareholder, or (B) a trust that is for the exclusive benefit of such eFG Shareholder or its Permitted Transferees under (A) above; provided further , that a Person to whom Company Securities are Transferred pursuant to an Involuntary Transfer shall not be a Permitted Transferee.

“ Person ” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Public Offering ” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“ Registrable Securities ” means, at any time, any Common Shares (including any Common Shares issued or issuable upon the exercise of any options to acquire Common Shares) until (i) a registration statement covering such Common Shares has been declared effective by the SEC and such Common Shares have been disposed of pursuant to such effective registration statement, (ii) such Common Shares are or could be sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Common Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the legend required pursuant to this Agreement and such Common Shares may be resold without subsequent registration under the Securities Act.

“ Registration Expenses ” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 3.03(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and expenses of the eFG Shareholders, including one counsel for all of the shareholders participating in the offering selected (A) by the Institutional Shareholders, in the case of any offering in which such shareholders participate, or (B) in any other case, by the shareholders holding the majority of the Registrable Securities to be sold for the account of all shareholders in the offering, (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and

disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 3.03(m).

“ Registration Request ” shall have the meaning set forth in Article 5.01 of the Institutional and Management Shareholders Agreement.

“ Requesting Shareholder ” shall have the meaning set forth in Article 5.01 of the Institutional and Management Shareholders Agreement.

“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933.

“ Shelf Registration ” means a “shelf” registration statement with respect to the Registrable Securities on a Form S-3 or other appropriate form as may be prescribed by the Commission, pursuant to Rule 415 (or any similar provision that may be adopted by the SEC) under the Securities Act.

“ Transfer ” means, with respect to any Company Security, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such security or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such security or any participation or interest therein or any agreement or commitment to do any of the foregoing.

(a) The term “ eFG Shareholder ”, to the extent any such party shall have transferred any of its Company Securities to “ Permitted Transferees ”, shall mean such eFG Shareholder and the Permitted Transferees of such eFG Shareholder, taken together, and any right or action that may be exercised or taken at the election of such eFG Shareholder may be taken at the election of such eFG Shareholder and such Permitted Transferees.

(b) Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
Agreement		Preamble
Amended and Restated Shareholders Agreement		Recitals
Company		Preamble
Confidential Information		4.01(b)
Damages		3.04
eFG Shareholders		Preamble
GA Entities		Preamble
Indemnified Party		3.06
Indemnifying Party		3.06
Inspectors		3.03(g)
Institutional and Management Shareholders Agreement		Recitals
Institutional Shareholders		Preamble
IPO		Recitals
Lock-Up Period		3.02
Maximum Offering Size		3.01
Management Shareholders		Preamble
Piggyback Registration		3.01
Quadrangle Entities		Preamble
Records		3.03(g)
Registering Shareholders		3.01
Representatives		4.01(b)

hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to a statute are to that statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

R ESTRICTIONS ON T RANSFER

Section 2.01 . General. (a) Each eFG Shareholder agrees that it will not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with, or pursuant to an applicable exemption from, the Securities Act, any applicable foreign or state securities or “blue sky” laws, and the terms and conditions of this Agreement.

(b) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.

Section 2.02 . Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities that is issued to any eFG Shareholder shall bear a legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF JULY 23, 2007, AS AMENDED, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM DICE HOLDINGS, INC. OR ANY SUCCESSOR THERETO.”

(b) If any Company Securities shall be either (i) disposed of pursuant to a registration statement that has been declared effective by the SEC or (ii) sold under circumstances in which all of the applicable conditions of Rule 144 are met, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such shares without the first sentence of the legend required by Section 2.02 endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 2.02 endorsed thereon.

Section 2.03 . Restrictions on Transfers by the eFG Shareholders. (a) Subject to Section 2.03(b), each eFG Shareholder may Transfer its Company Securities only as follows:

(i) in a Transfer to a Permitted Transferee without the consent of the Board or any other eFG Shareholder and without compliance with any other provision of this Section 2.03(a) so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (b) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws;

(ii) in a Transfer in compliance with Rule 144; or

(iii) in a Public Offering in connection with the exercise of its rights under Article 3.

(b) Notwithstanding anything to the contrary in Section 2.03(a), each eFG Shareholder may not Transfer:

(i) any Company Securities prior to the 6-month anniversary of the effective date of the IPO Registration Statement;

(ii) prior to the 12-month anniversary of the effective date of the IPO Registration Statement, more than 25% of its Initial Ownership of its Common Stock;

(iii) prior to the 18-month anniversary of the effective date of the IPO Registration Statement, more than 50% of its Initial Ownership of its Common Stock; and

(iv) prior to the 24-month anniversary of the effective date of the IPO Registration Statement, more than 75% of its Initial Ownership of its Common Stock;

provided , however, that nothing set forth in this Section 2.03(b) shall restrict or limit an eFG Shareholder’s ability to Transfer to a Permitted Transferee pursuant Section 2.03(a)(i) or restrict or limit an eFG Shareholder’s ability to participate or Transfer shares in the IPO.

Section 2.04 . Notice of Transfers. Each eFG Shareholder shall give the Company prompt written notice of any transactions in Company Securities in reliance on Section 2.03(a). In addition, in connection with any Transfer of Company Securities proposed to be made by any eFG Shareholder pursuant to Section 2.03, such eFG Shareholder, shall send to the Company not less than three, nor more than 10, Business Days’ prior written notice of his or her intention to make any such Transfer, and specify, in reasonable detail, the number of such securities proposed to be sold or encumbered, when such securities were acquired by such person, and an explanation (and applicable calculations) supporting such eFG Shareholder’s right to make such Transfer pursuant to the applicable provisions of this Article 2.

ARTICLE 3

R EGISTRATION R IGHTS

Section 3.01 . Piggyback Registration . (a) If the Company proposes to register any Company Securities under the Securities Act, including a Demand Registration pursuant to Section 5.01 of the Institutional and Management Shareholders Agreement, as part of an underwritten Public Offering or a Shelf Registration (other than (i) a registration relating to a Block Sale or (ii) a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each eFG Shareholder, which notice shall set forth such eFG Shareholder’s rights under this Section 3.01 (except for the IPO, with respect to

which such notice shall have previously been given and such provisions shall be deemed to have been satisfied) and shall offer such eFG Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such eFG Shareholder may request (a “ Piggyback Registration ”), subject to the provisions of Section 3.01(b). Upon the request of any such eFG Shareholder (all such eFG Shareholders, the “ Registering Shareholders ”) made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such eFG Shareholder) (except for the IPO, with respect to which such request shall have been previously given and such period shall be deemed satisfied), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such eFG Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such eFG Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 3.03(f) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 3.01 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such eFG Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

(b) If a Piggyback Registration involves an underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and any other Persons intend to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “ Maximum Offering Size ”), the Company shall include in such registration, in the following priority, up to the Maximum Offering Size,

(i) in the case of an underwritten Public Offering other than any Demand Registration:

(A) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size,

(B) second, all Registrable Securities requested to be included in such registration by any shareholders pursuant to Section 3.01(a) of this Agreement and Section 5.02 of the Institutional and Management Shareholders Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each), provided, that , the managing underwriter may select shares of Registrable Securities for inclusion, or exclude shares completely, in such Piggyback Registration on a basis other than a pro rata basis if, in the reasonable opinion of such underwriter, selection on such other basis, or inclusion of such shares, would be material to the success of the offering, and

(C) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine; and

(ii) in the case of an underwritten Public Offering pursuant to a Demand Registration pursuant Section 5.01 of the Institutional and Management Shareholders Agreement:

(A) first, all Registrable Securities requested to be registered pursuant to Section 3.01(a) of this Agreement and Sections 5.01(a) and 5.02(a) of the Institutional and Management Shareholders Agreement (except to the extent that the Registrable Securities of the Management Shareholders were acquired pursuant to the exercise of Company Options), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such shareholder,

(B) second, all other Registrable Securities requested to be included in such registration pursuant to Section 5.02(a) of the Institutional and Management Shareholders Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such shareholder), and

(C) third, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as the Company shall determine.

Section 3.02 . Lock-Up Agreements . If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any eFG Shareholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Company Securities or other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the later of (i) such time as the Company and the lead managing underwriter shall agree, which period of time shall be the lock-up period applicable to the Company and to all shareholders of the Company participating in the Public Offering, and (ii) 180 days (or 90 days for any Public Offering after the IPO) (such later period, the “ Lock-Up Period ” for the applicable registration statement) (or such shorter period as the Company may determine in its sole discretion).

Section 3.03 . Registration Procedures . Whenever any eFG Shareholder requests that any Registrable Securities be registered pursuant to Section 3.01, subject to the provisions of such Section, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

(a) The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Registering Shareholders included in such registration statement shall have actually been sold thereunder).

(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating eFG Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such eFG Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each

case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such eFG Shareholder. Each eFG Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such eFG Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d) The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such eFG Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such eFG Shareholder to consummate the disposition of the Registrable Securities owned by such eFG Shareholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.03(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e) The Company shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such eFG Shareholder and file with the SEC any such supplement or amendment.

(f) In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.

(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 3.03 and any attorney, accountant or other professional retained by any such eFG Shareholder or underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Shareholder further agrees

that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h) The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such eFG Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority shareholders participating in the offering or the managing underwriter therefor reasonably requests.

(i) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(j) The Company may require each Registering Shareholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

(k) Each Registering Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.03(e), such eFG Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such eFG Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.03(e), and, if so directed by the Company, such eFG Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such eFG Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 3.03(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 3.03(e) to the date when the Company shall make available to such eFG Shareholder a prospectus supplemented or amended to conform with the requirements of Section 3.03(e).

(l) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

(m) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

(n) The Company will provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by a registration statement from and after a date not later than the effective date of such registration statement.

Section 3.04 . Indemnification by the Company . The Company agrees to indemnify and hold harmless each Registering Shareholder holding Registrable Securities covered by a registration statement, each eFG Shareholder seller under the IPO Registration Statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such eFG Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“ Damages ”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus or any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such eFG Shareholder or on such eFG Shareholder’s behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the eFG Shareholders provided in this Section 3.04.

Section 3.05 . Indemnification by Participating Shareholders . Each Registering Shareholder holding Registrable Securities included in any registration statement and each eFG Shareholder seller under the IPO Registration Statement, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such eFG Shareholder, but only with respect to information furnished in writing by such eFG Shareholder or on such eFG Shareholder’s behalf expressly for use in any registration statement or prospectus or any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such eFG Shareholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 3.05. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 3, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Registering Shareholder shall be liable under this Section 3.05 for any Damages in excess of the net proceeds realized by such eFG Shareholder in the sale of Registrable Securities of such eFG Shareholder to which such Damages relate.

Section 3.06 . Conduct of Indemnification Proceedings . If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 3, such Person (an “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party

shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Section 3.07 . Contribution . If the indemnification provided for in this Article 3 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Registering Shareholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such eFG Shareholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such eFG Shareholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such eFG Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such eFG Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such eFG Shareholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of

underwriting discounts and commissions but before deducting expenses) received by the Company and such eFG Shareholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such eFG Shareholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such eFG Shareholders or by such underwriters. The relative fault of the Company on the one hand and of each such eFG Shareholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Registering Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 3.07 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.07, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Shareholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such eFG Shareholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such eFG Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Registering Shareholder’s obligation to contribute pursuant to this Section 3.07 is several in the proportion that the proceeds of the offering received by such eFG Shareholder bears to the total proceeds of the offering received by all such Registering Shareholders and not joint.

Section 3.08 . Participation in Public Offering . No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

Section 3.09 . Other Indemnification . Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Registering Shareholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Section 3.10 . Cooperation by the Company . If any eFG Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such eFG Shareholder and shall provide to such eFG Shareholder such information as such eFG Shareholder shall reasonably request.

Section 3.11 . No Transfer of Registration Rights . None of the rights of eFG Shareholders under this Article 3 shall be assignable by any eFG Shareholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144.

ARTICLE 4

C ERTAIN C OVENANTS AND A GREEMENTS

Section 4.01 . Confidentiality. (a) Each eFG Shareholder agrees that Confidential Information (as defined below) furnished and to be furnished to it was and will be made available in connection with such eFG Shareholder’s investment in the Company. Each eFG Shareholder agrees that it will use, and that it will cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose (including to disadvantage competitively the Company). Each eFG Shareholder further acknowledges and agrees that it will not disclose any Confidential Information to any Person, provided that Confidential Information may be disclosed (i) to such eFG Shareholder’s Representatives (as defined below) in the normal course of the performance of their duties or to any financial institution providing credit to such eFG Shareholder, (ii) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions,

interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which an eFG Shareholder is subject, provided that such eFG Shareholder gives the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the eFG Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation)), (iii) to any Person to whom such Shareholder is contemplating a Transfer of its Company Securities ( provided that such Transfer would not be in violation of the provisions of this Agreement and as long as such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement in form and substance reasonably satisfactory to the Company and consistent with the provisions hereof), (iv) to any regulatory authority or rating agency to which the eFG Shareholder or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information or (v) if the prior written consent of the Board shall have been obtained. Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any eFG Shareholder.

(b) “ Confidential Information ” means any information (including information with respect to any proposed public offering by the Company of its securities) concerning the Company and Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company and Persons that are or become its Subsidiaries in the possession of or furnished to any eFG Shareholder (including by virtue of its present or former right to designate a director of the Company), provided that the term “ Confidential Information ” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by an eFG Shareholder or its partners, directors, officers, employees, agents, counsel, investment advisers or representatives (all such persons being collectively referred to as “ Representatives ”) in violation of this Agreement, (ii) is or was available to such eFG Shareholder on a non-confidential basis prior to its disclosure to such eFG Shareholder or its Representatives by the Company or (iii) was or becomes available to such eFG Shareholder on a non-confidential basis from a source other than the Company, provided that such source is or was (at the time of receipt of the relevant information) not, to the best of such eFG Shareholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another Person.

ARTICLE 5

T ERMINATION

Section 5.01 . Termination. The provisions of this Agreement shall terminate as follows:

(a) The provisions of Sections 2.03 and 2.04 shall terminate following the two year anniversary of the effective date of the IPO Registration Statement.

(b) Any eFG Shareholder that ceases to own beneficially any Company Securities as a result of Transfers in compliance with this Agreement shall cease to be bound by the terms hereof (i) other than Sections 3.04, 3.05, 3.06, 3.07 and 3.09 applicable to such eFG Shareholder with respect to any offering of Registrable Securities completed before the date such eFG Shareholder ceased to own any Company Securities and (ii) Section 4.01 and Article 6.

(c) Termination of this Agreement shall not relieve any party from any liability for the breach of any obligations set forth in this Agreement prior to such termination.

ARTICLE 6

M ISCELLANEOUS

Section 6.01 . Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof.

Section 6.02 . Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.03 . Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be an “ eFG Shareholder ”. Any eFG Shareholder who ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (other than as set forth in Article 5 ).

Section 6.04 . Waiver; Amendment. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with the consent of eFG Shareholders holding more than 50% of the outstanding Common Shares held by all eFG Shareholders at the time of such proposed amendment or modification.

Section 6.05 . Consent. The parties hereto consent to the release of the Institutional Shareholders and the Management Shareholders from any obligations under the First Amended and Restated Shareholders Agreement.

Section 6.06 . Notices. All notices, requests and other communications to any party shall be in writing (including facsimile transmissions) and shall be given,

if to the Company to:

Dice Holdings, Inc.

3 Park Avenue

New York, New York 10016

Attention: Brian Campbell

Fax: 212-448-6605

if to an eFG Shareholder, to the address or facsimile number set forth on the signature pages hereto with respect to such eFG Shareholder.

All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written communication sent by facsimile transmission shall be confirmed by certified mail, return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions.

Any Person who becomes an eFG Shareholder shall provide its address and fax number to the Company, which shall promptly provide such information to each eFG Shareholder.

Section 6.07 . Fees and Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 6.08 . Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

Section 6.09 . Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Section 6.10 . Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

Section 6.11 . Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.12 . Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 6.13 . Consent to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware state court sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the nonexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such

suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.05 shall be deemed effective service of process on such party.

Section 6.14 . Severability. If one or more provisions of this Agreement are held to be unenforceable to any extent under applicable law, such provision shall be interpreted as if it were written so as to be enforceable to the maximum possible extent so as to effectuate the parties’ intent to the maximum possible extent, and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms to the maximum extent permitted by law.

Section 6.15 . Recapitalization. If any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Company Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Company Securities or any other change in capital structure of the Company, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as fairly and equitably to preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

Section 6.16 . No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with, or grants rights superior to the rights granted to the eFG Shareholders pursuant to, this Agreement.

[Remainder of page intentionally left blank; signature pages begin on the next page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


THE COMPANY:

DICE HOLDINGS, INC.

By:		/s/ Scot W. Melland
Name:		Scot W. Melland
Title:		President and Chief Executive Officer


eFG SHAREHOLDERS:

/s/ A.D. Martens
Name (print): A.D. Martens


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Ian Duncan Boyce
Name (print): Ian Duncan Boyce
Director for and on behalf of Graphic Finance Limited


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ James Bennett
Name (print): James Bennett


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ John Benson
Name (print): John Benson


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Julian Riou Benson
Name (print): Julian Riou Benson


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Lilias Jane Benson
Name (print): Lilias Jane Benson


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Fiona Jane Hiney
Name (print): Fiona Jane Hiney


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Christina A. McCormack
Name (print): Christina A. McCormack


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Peter Wilson-Smith
Name (print): Peter Wilson-Smith


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Shona Ruth Allan Benson
Name (print): Shona Ruth Allan Benson


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Charles Edward Riou Benson
Name (print): Charles Edward Riou Benson


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Camilla Prior
Name (print): Camilla Prior


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Jeremy L. Prior
Name (print): Jeremy L. Prior


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ JJR Salvesen 2006 Trust
Name (print): JJR Salvesen 2006 Trust


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Nicola Gilmour
Name (print): Nicola Gilmour


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Mark Fisher
Name (print): Mark Fisher


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Sir Richard Storey
Name (print): Sir Richard Storey


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ David Cohen
Name (print): David Cohen


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Iain Small
Name (print): Iain Small


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Andrew Skinner
Name (print): Andrew Skinner


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Patrick Rohr
Name (print): Patrick Rohr


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Rufus Warner
Name (print): Rufus Warner


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ David Gordon
Name (print): David Gordon


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ George McFerran
Name (print): George McFerran


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Gavin Bacon
Name (print): Gavin Bacon


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Andrew Rudd
Name (print): Andrew Rudd, Trustee
Rudd Family Trust


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Matthew William Wright
Name (print): Matthew William Wright


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Alex Boorman
/s/ Jason Damper
Name (print): Alex Boorman, Director Jason Damper, Director
Frank Nominees Limited


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Christopher Ian Montague Jones
Name (print): Christopher Ian Montague Jones


Address/Fax for Notices:


eFG SHAREHOLDERS:

/s/ Rupert Pennant-Rea
Name (print): Rupert Pennant-Rea


Address/Fax for Notices:

Exhibit 4.2

INSTITUTIONAL AND MANAGEMENT SHAREHOLDERS

AGREEMENT

dated as of

July 23, 2007

among

DICE HOLDINGS, INC.,

THE QUADRANGLE ENTITIES NAMED HEREIN,

THE GENERAL ATLANTIC ENTITIES NAMED HEREIN,

and

THE MANAGEMENT SHAREHOLDERS NAMED HEREIN

TABLE OF CONTENTS


		P AGE
	ARTICLE 1
	D EFINITIONS

Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	9

	ARTICLE 2
	C ORPORATE G OVERNANCE

Section 2.01.	Composition of the Board	9
Section 2.02.	Controlled Company	13
Section 2.03.	Removal	13
Section 2.04.	Vacancies	13
Section 2.05.	Meetings	13
Section 2.06.	Action by the Board	14
Section 2.07.	Conflicting Charter or Bylaw Provisions	14
Section 2.08.	Notice of Meeting	14

	ARTICLE 3
	R ESTRICTIONS ON T RANSFER

Section 3.01.	General	14
Section 3.02.	Legends	15
Section 3.03.	Restrictions on Transfers by the Institutional Shareholders	15
Section 3.04.	Restrictions on Transfers by the Management Shareholders	16
Section 3.05.	Notice of Transfers	17

	ARTICLE 4
	B LOCK S ALE

Section 4.01.	Block Sales	17

	ARTICLE 5
	R EGISTRATION R IGHTS

Section 5.01.	Demand Registration	18
Section 5.02.	Piggyback Registration	21
Section 5.03.	Lock-Up Agreements	23
Section 5.04.	Registration Procedures	23
Section 5.05.	Indemnification by the Company	27
Section 5.06.	Indemnification by Participating Shareholders	28


Section 5.07.	Conduct of Indemnification Proceedings	28
Section 5.08.	Contribution	29
Section 5.09.	Participation in Public Offering	31
Section 5.10.	Other Indemnification	31
Section 5.11.	Cooperation by the Company	31
Section 5.12.	No Transfer of Registration Rights	31
	ARTICLE 6
	C ERTAIN C OVENANTS AND A GREEMENTS
Section 6.01.	Confidentiality	31
Section 6.02.	Information	33
Section 6.03.	Business Opportunity	33
Section 6.04.	Purchases by Institutional Shareholders	34
	ARTICLE 7
	T ERMINATION
Section 7.01.	Termination	34
	ARTICLE 8
	M ISCELLANEOUS
Section 8.01.	Entire Agreement	35
Section 8.02.	Binding Effect; Benefit	35
Section 8.03.	Assignability	35
Section 8.04.	Waiver; Amendment	35
Section 8.05.	Consent	36
Section 8.06.	Notices	36
Section 8.07.	Fees and Expenses	37
Section 8.08.	Headings	38
Section 8.09.	Counterparts	38
Section 8.10.	Applicable Law	38
Section 8.11.	Waiver of Jury Trial	38
Section 8.12.	Specific Enforcement	38
Section 8.13.	Consent to Jurisdiction	38
Section 8.14.	Severability	39
Section 8.15.	Recapitalization	39
Section 8.16.	No Inconsistent Agreements	39

Exhibit A – Form of Joinder to Shareholders Agreement

INSTITUTIONAL AND MANAGEMENT SHAREHOLDERS AGREEMENT

AGREEMENT (this “ Agreement ”) dated as of July 23, 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 Holdings, L.P., a Delaware limited partnership, 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 ”).

W I T N E S S E T H :

WHEREAS, the Company, the Quadrangle Entities, the GA Entities, the Management Shareholders and the Persons listed on the signature pages thereof under “eFG Shareholders” (the “ eFG Shareholders ”) were parties to that certain Amended and Restated Shareholders Agreement dated as of October 31, 2006 (the “ Existing Shareholders Agreement ”).

WHEREAS, in connection with the initial public offering of Common Shares (the “ IPO ”), the Company, the Quadrangle Entities, the GA Entities and the Management Shareholders desire to enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01 . Definitions. The following terms, as used herein, have the following meanings:

Company. For the purpose of this definition, the term “ control ” (including with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Aggregate Ownership ” means, with respect to any Shareholder or group of Shareholders, and with respect to any class of Company Securities, the total amount of such class of Company Securities owned by such Shareholder or group of Shareholders as of the date of such calculation, calculated on a Fully Diluted basis.

“ Block Sale ” means any privately negotiated “block” sale with a market maker (as defined under the Exchange Act) utilizing a resale Shelf Registration which shall recognize gross proceeds of not less than $20,000,000.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“ Bylaws ” means the Bylaws of the Company, as amended from time to time.

“ Charter ” means the Certificate of Incorporation of the Company, as the same may be amended from time to time. For the avoidance of doubt, the term “Charter” shall include any Certificate of Designations for preferred stock of the Company.

“ Code ” means the Internal Revenue Code of 1986.

“ Common Shares ” means shares of Common Stock.

“ Common Stock ” means the Common Stock, par value $.01 per share, of the Company.

“ Company Options ” means options to acquire Common Stock.

“ Director ” means a director of the Company.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Five Percent Shareholder ” means a Shareholder whose Aggregate Ownership of Common Shares divided by the Aggregate Ownership of Common Shares by all Shareholders is 5% or more.

“ Fully Diluted ” means, with respect to any class of Company Securities, all outstanding shares of such class of Company Securities and all shares issuable in respect of securities convertible into or exchangeable for such shares, all stock appreciation rights, options (whether vested or unvested), warrants and other rights to purchase or subscribe for shares of such class of Company Securities or securities convertible into or exchangeable for shares of such class of Company Securities.

“ GAAP ” means generally accepted accounting principles in the United States.

“ GA Directors ” means the Directors designated by the GA Entities pursuant to Section 2.01(a)(ii)(B).

“ GA LLC ” means General Atlantic LLC, the general partner of General Atlantic Partners 79, L.P., and any successor to such entity.

“ Independent Director ” means a Director that is an “independent director” as such term is defined from time to time in the NYSE’s listing standards (or the principal national securities exchange on which Common Stock is then traded) and is not an “affiliate” or an “associate” (as such terms are defined in Rule 12b-2 of the Exchange Act) or any member of the “immediate family” (as such term is defined in Rule 16a-1 of the Exchange Act) of a director or executive officer of the Company, the Institutional Shareholders or the Management Shareholders and shall not have (or have had) any employment arrangement or other material commercial arrangement with any such person.

“ Initial Ownership ” means, with respect to any Shareholder and any class of Company Securities, the Aggregate Ownership of such class by such Shareholder immediately prior to the consummation of the IPO, taking into account any stock split, stock dividend, reverse stock split or similar event.

“ Involuntary Transfer ” means any transfer, proceeding or action by or in which a Management Shareholder shall be deprived or divested of any right, title or interest in or to any of such Management Shareholder’s Company Securities, including (i) any seizure under levy of attachment or execution, (ii) any transfer in

connection with bankruptcy (whether pursuant to the filing of a voluntary or an involuntary petition under the United States Bankruptcy Code of 1978, or any modifications or revisions thereto) or other court proceeding to a debtor in possession, trustee in bankruptcy or receiver or other officer or agency, (iii) any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property and (iv) any transfer pursuant to a divorce or separation agreement or a final decree of a court in a divorce action.

“ IPO Closing Date ” means the closing date of the IPO.

“ IPO Registration Statement ” means the registration statement for the IPO.

“ Joint Venture ” means any joint venture, partnership or other similar arrangement of which the Company or any Subsidiary of the Company is a member.

“ NASD ” means the National Association of Securities Dealers, Inc.

“ NYSE ” means the New York Stock Exchange.

“ Permitted Transferee ” means,

(i) in the case of any Management Shareholder, (A) a Person to whom Company Securities are Transferred from such Management Shareholder (1) by will or the laws of descent and distribution or (2) by gift without consideration of any kind, provided that, in the case of clause (2), such transferee is the spouse or the lineal descendant, sibling or parent of such Management Shareholder, or (B) a trust that is for the exclusive benefit of such Management Shareholder or its Permitted Transferees under (A) above; provided further , that a Person to whom Company Securities are Transferred pursuant to an Involuntary Transfer shall not be a Permitted Transferee;

(ii) in the case of any GA Entity, any other investment fund controlled by the managing members of General Atlantic LLC; and

(iii) in the case of any Quadrangle Entity, any other investment fund controlled by the managing members of QCP GP Investors II LLC.

“ Pro Rata Share ” means, with respect to any Shareholder at any time, the Aggregate Ownership of a specified class of Company Securities by such Shareholder divided by the total number of outstanding securities of such class.

“ Proportional Share ” means, with respect to a Block Sale Notice Recipient, the amount represented as a percentage, equal to the Aggregate Ownership of a specified class of Company Securities by such Shareholder divided by the sum of (i) such Aggregate Ownership and (ii) the Aggregate Ownership of a specified class of Company Securities by the Block Sale Transferor.

“ Quadrangle Directors ” means the Directors designated by the Quadrangle Entities pursuant to Section 2.01(a)(ii)(A).

“ Registrable Securities ” means, at any time, any Common Shares (including any Common Shares issued or issuable upon the exercise of any options to acquire Common Shares) until (i) a registration statement covering such Common Shares has been declared effective by the SEC and such Common Shares have been disposed of pursuant to such effective registration statement, (ii) such Common Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Common Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the legend required pursuant to this Agreement and such Common Shares may be resold without subsequent registration under the Securities Act.

salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 5.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and expenses of the Shareholders (including the eFG Shareholders pursuant to Section 3.01 of the Second Amended and Restated Shareholders Agreement), including one counsel for all of the shareholders participating in the offering selected (A) by the Institutional Shareholders, in the case of any offering in which such shareholders participate, or (B) in any other case, by the shareholders holding the majority of the Registrable Securities to be sold for the account of all shareholders in the offering, (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 5.04(m).

“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

“ SEC ” means the Securities and Exchange Commission.

“ Second Amended and Restated Shareholders Agreement ” means that certain Second Amended and Restated Shareholders Agreement dated as of July 23, 2007 between the Company and the eFG Shareholders.

“ Securities Act ” means the Securities Act of 1933.

“ Shareholder ” means each Person (other than the Company) who shall be a party to or bound by this Agreement, whether in connection with the execution and delivery hereof as of the date hereof, pursuant to Sections 3.03(a)(iv), 3.04(a)(ii) or 8.03 or otherwise, so long as such Person shall own any Company Securities.

“ Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

(b) The term “ Quadrangle Entities ”, to the extent such parties shall have transferred any of their Company Securities to “ Permitted Transferees ”, shall mean the Quadrangle Entities and the Permitted Transferees of the Quadrangle Entities, taken together, and any right or action that may be exercised or taken at the election of the Quadrangle Entities may be taken at the election of the Quadrangle Entities and such Permitted Transferees.

(c) The term “ GA Entities ”, to the extent such parties shall have transferred any of their Company Securities to “ Permitted Transferees ”, shall mean the GA Entities and the Permitted Transferees of the GA Entities, taken together, and any right or action that may be exercised or taken at the election of the GA Entities may be taken at the election of the GA Entities and such Permitted Transferees.

(d) The term “ Management Shareholder ”, to the extent any such party shall have transferred any of its Company Securities to “ Permitted Transferees ”, shall mean such Management Shareholder and the Permitted Transferees of such Management Shareholder, taken together, and any right or action that may be exercised or taken at the election of such Management Shareholder may be taken at the election of such Management Shareholder and such Permitted Transferees.

(e) Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
Agreement		Preamble
Applicable Governance Rules		2.01(a)
Block Sale Notice		4.01(a)
Block Sale Notice Recipient		4.01(a)
Block Sale Transferor		4.01(a)
Class I Director		2.01(a)(i)
Class II Director		2.01(a)(i)
Class III Director		2.01(a)(i)
Company		Preamble
Competing Activity		6.03
Confidential Information		6.01(b)
Controlled Company Exemption		2.02
Damages		5.05
Demand Registration		5.01(a)
eFG Shareholders		Preamble
Existing Shareholders Agreement		Recitals
GA Entities		Preamble
Indemnified Party		5.07
Indemnifying Party		5.07
Inspectors		5.04(g)
Initial Post-IPO Period		2.01(b)(i)
Institutional Shareholders		Preamble
IPO		Recitals
Lock-Up Period		5.03
Maximum Offering Size		5.01(e)
Management Shareholders		Preamble
NYSE Rules		2.02
Piggyback Registration		5.02(a)
Quadrangle Entities		Preamble
Records		5.04(g)
Registering Shareholders		5.01(a)(ii)
Registration Request		5.01(a)
Replacement Nominee		2.04(a)
Representatives		6.01(b)
Requesting Shareholder		5.01(a)
Second Post-IPO Period		2.01(b)(i)
Shareholder		8.03

Section 1.02 . Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to a statute are to that statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

C ORPORATE G OVERNANCE

Section 2.01. Composition of the Board .

(a) The Board shall consist of such number of Directors as is determined by the Board from time to time; provided that the Board shall consist of not less than eight Directors, subject to the provisions of this Agreement and as follows:

(i) The Board shall be divided into three classes, Class I, Class II and Class III (each Director, either a “ Class I Director ,” “ Class II Director ,” or “ Class III Director ”). Class I Directors shall be elected

initially for a one-year term (which initial term shall expire at the annual meeting of shareholders held in 2008), Class II Directors initially for a two-year term (which initial term shall expire at the annual meeting of shareholders in 2009) and Class III Directors for a three-year term (which initial term shall expire at the annual meeting of shareholders in 2010). At each succeeding annual meeting of shareholders beginning in 2008, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year term.

(ii) The Directors shall be designated as follows:

(A) the Quadrangle Entities may designate up to three Directors (to the extent applicable, one of whom shall be designated by each of Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP);

(B) the GA Entities may designate up to three Directors; and

(C) the Board (upon the recommendation of the nominating and corporate governance committee of the Board) may nominate the remaining members of the Board; provided , that the Chief Executive Officer of the Company shall be designated as a member of the Board;

provided , that the Board shall, if necessary due to requirements under applicable federal or state securities laws or the rules of the NYSE (or any securities exchange on which any equity securities of the Company may then be listed or admitted for trading) (the “ Applicable Governance Rules ”), be expanded to include additional Independent Directors to the extent required to comply with such Applicable Governance Rules, with such Independent Directors to be selected by the Board (and recommended by the nominating and governance committee of the Board).

Initially, the Quadrangle Entities will designate two Directors (Peter R. Ezersky and Jeffrey S. Nordhaus), the GA Entities will designate two directors (David C. Hodgson and Anton J. Levy) and the Board will designate the remaining Directors (John Barter, David Gordon, William W. Wyman and the Chief Executive Officer of the Company), which designations will be deemed recommended by the nominating and governance committee.

(b) The Company shall establish and maintain an audit committee, a compensation committee and a nominating and corporate governance committee

of the Board, as well as such other Board committees as the Board deems appropriate from time to time, and having such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and as follows:

(i) the audit committee shall be composed as follows: (A) during the 90-day period that will commence on the date of effectiveness of the IPO Registration Statement (the “ Initial Post-IPO Period ”), the audit committee shall consist of the following four Directors: two Independent Directors designated by the Board (upon recommendation of the nominating and corporate governance committee) (at least one of whom shall satisfy the audit committee “financial expert” requirements as such term is defined by Applicable Governance Rules), a Quadrangle Director and a GA Director; (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “ Second Post-IPO Period ”), the audit committee shall consist of the following three Directors: two Independent Directors designated by the Board (upon recommendation of the nominating and corporate governance committee) (at least one of whom shall satisfy the audit committee “financial expert” requirements as such term is defined by Applicable Governance Rules) and a GA Director or a Quadrangle Director as determined by mutual agreement of the GA Entities and the Quadrangle Entities; and (C) upon the completion of the Second Post-IPO Period, the audit committee shall consist of at least three Independent Directors designated by the Board (upon recommendation of the nominating and corporate governance committee) (at least one of whom shall satisfy the audit committee “financial expert” requirements as such term is defined by Applicable Governance Rules);

(ii) the compensation committee shall consist of three members: an Independent Director designated by the Board (upon recommendation of the nominating and corporate governance committee), a Quadrangle Director and a GA Director;

(iii) the nominating and corporate governance committee shall consist of three members: a Director designated by the Board, a Quadrangle Director and a GA Director; and

(iv) the Quadrangle Entities and the GA Entities shall have the right to designate a number of Directors comprising such other Board committees that is proportionate to the number of Directors that such Shareholders are entitled to designate pursuant to Section 2.01(a);

provided , that (upon the recommendation of the nominating and corporate governance committee of the Board) the Board shall, only to the extent necessary to comply with Applicable Governance Rules, modify the composition of any such committee to the extent required to comply with such Applicable Governance Rules and, with respect to the compensation committee, Section 162(m) of the Code or Rule 16b-3(b)(3) of the Exchange Act; and provided, further , that no Institutional Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary of the Company, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand.

(c) To the extent that the Quadrangle Entities or the GA Entities have a right to designate a Director after the date hereof in accordance with this Agreement, such Director will be placed in a class (either Class I, Class II or Class III) as mutually agreed upon by the Quadrangle Entities and the GA Entities, or if the Quadrangle Entities and the GA Entities cannot agree on the Class of such Director, as determined by the Board; provided , to the extent permitted under Applicable Governance Rules, that in either case such Director will be placed in the Class with the longest remaining term.

(d) Notwithstanding anything to the contrary in this Agreement, but subject to the last proviso in Section 2.01(a), at such time as the Pro Rata Share of the Quadrangle Entities is less than 17.5% but greater than or equal to 10%, the Quadrangle Entities shall be entitled to designate not more than two Quadrangle Directors. At such time as the Pro Rata Share of the Quadrangle Entities is less than 10% but greater than or equal to 5%, the Quadrangle Entities shall be entitled to designate not more than one Quadrangle Director. At such time as the Pro Rata Share of the Quadrangle Entities is less than 5%, the Quadrangle Entities shall not be entitled to designate any Quadrangle Directors. At such time as the Pro Rata Share of the GA Entities is less than 17.5% but greater than or equal to 10%, the GA Entities shall be entitled to designate not more than two GA Directors. At such time as the Pro Rata Share of the GA Entities is less than 10% but greater than or equal to 5%, the GA Entities shall be entitled to designate not more than one GA Director. At such time as the Pro Rata Share of the GA Entities is less than 5%, the GA Entities shall not be entitled to designate any GA Directors. To the extent that the Quadrangle Entities or the GA Entities are no longer entitled to designate any Director or committee member such Director or committee member shall be selected by the Board (upon recommendation of the nominating and corporate governance committee).

(e) Each Institutional Shareholder entitled to vote for the election of Directors to the Board agrees that it will vote its Common Shares or execute

written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company agrees to cause each individual designated pursuant to Section 2.01 to be nominated to serve as a Director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Section 2.02. Controlled Company . To the extent available, the Company shall take advantage of the exemptions provided by Section 303A.00 of the New York Stock Exchange Listed Company Manual (the “ NYSE Rules ”), or any successor rules, relating to controlled companies (the “ Controlled Company Exemption ”).

Section 2.03. Removal . Each Institutional Shareholder agrees that if, at any time, it is then entitled to vote for the removal of Directors of the Company, it will not vote any of its Common Shares in favor of the removal of any Director who shall have been designated or nominated in accordance with Section 2.01, unless the Person or Persons entitled to designate or nominate such Director shall have consented to such removal in writing, provided that if the Person or Persons entitled to designate or nominate any Director pursuant to Section 2.01 shall request in writing the removal, with or without cause, of such Director, each Institutional Shareholder shall vote its Common Shares in favor of such removal.

Section 2.04. Vacancies . If, as a result of death, permanent disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board:

(a) the Person or Persons entitled under Section 2.01 to designate or nominate such Director whose death, permanent disability, retirement, resignation or removal resulted in such vacancy may, subject to the provisions of Section 2.01, designate another individual (the “ Replacement Nominee ”) to fill such vacancy and serve as a Director of the Company; and

(b) subject to Section 2.01, each Institutional Shareholder then entitled to vote for the election of the Replacement Nominee as a Director of the Company agrees that it will vote its Common Shares, or execute a proxy or written consent, as the case may be, in order to ensure that the Replacement Nominee be elected to the Board.

Section 2.05 . Meetings. The Board shall hold a regularly scheduled meeting at least once every calendar quarter.

Section 2.06. Action by the Board.

(a) A quorum of the Board shall consist of a majority of the Directors.

(b) All actions of the Board shall require (i) the affirmative vote of at least a majority of the Directors on the Board at a duly convened meeting of the Board at which a quorum is present (in person or telephonically), provided that to the extent one or more Directors recuses himself or herself from an act, the act of a majority of the remaining Directors then in office shall be the act of the Board or (ii) the unanimous written consent of the Board; provided , that, in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy.

Section 2.07 . Conflicting Charter or Bylaw Provisions. Each Institutional Shareholder shall vote its Common Shares or execute proxies or written consents, as the case may be, and shall take all other actions necessary, to ensure that the Company’s Charter and Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement.

Section 2.08 . Notice of Meeting. Each Director shall receive notice and the agenda of each regularly scheduled meeting of the Board or any committee thereof prior to such meeting, unless waived by such Director.

ARTICLE 3

R ESTRICTIONS ON T RANSFER

Section 3.01 . General. (a) Each Shareholder understands and agrees that the Company Securities have not been registered under the Securities Act and are restricted securities thereunder. Each Shareholder agrees that it will not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with, or pursuant to an applicable exemption from, the Securities Act, any applicable foreign or state securities or “blue sky” laws, and the terms and conditions of this Agreement.

Section 3.02 . Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities that is issued to any Shareholder shall bear a legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN INSTITUTIONAL AND MANAGEMENT SHAREHOLDERS AGREEMENT DATED AS OF JULY 23, 2007, AS AMENDED, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM DICE HOLDINGS, INC. OR ANY SUCCESSOR THERETO.”

(b) If any Company Securities shall be either (i) disposed of pursuant to a registration statement that has been declared effective by the SEC or (ii) sold under circumstances in which all of the applicable conditions of Rule 144 are met, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such shares without the first sentence of the legend required by Section 3.02 endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 3.02 endorsed thereon.

Section 3.03 . Restrictions on Transfers by the Institutional Shareholders.

(a) Each Institutional Shareholder may transfer its Company Securities only as follows:

(i) in a Transfer to which the GA Entities (in the case of a Transfer by any of the Quadrangle Entities) consent or the Quadrangle Entities (in the case of a Transfer by any of the GA Entities) consent;

(ii) in the case of any Quadrangle Entity, in a transfer to any other Quadrangle Entity;

(iii) in the case of any GA Entity, in a transfer to any other GA Entity;

(iv) subject to Section 3.03(b), in a Transfer to its Permitted Transferees without the consent of the Board or any other Shareholder and without compliance with any other provision of this Section 3.03(a) so

long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (b) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws;

(v) in a Block Sale made in compliance with Section 4.01; or

(vi) in a Public Offering in connection with the exercise of its rights under Article 5 (including any Transfer in the IPO).

(b) If any Permitted Transferee of any Institutional Shareholder to which Company Securities have been transferred ceases to be a Permitted Transferee of such Institutional Shareholder, such Permitted Transferee shall, and such Institutional Shareholder shall cause such Permitted Transferee to, transfer back to such Institutional Shareholder (or to another Permitted Transferee of such Institutional Shareholder) any Company Securities it owns on or prior to the date that such Permitted Transferee ceases to be a Permitted Transferee of such Institutional Shareholder.

Section 3.04 . Restrictions on Transfers by the Management Shareholders. (a) Subject to Section 3.04(b), each Management Shareholder may transfer its Company Securities only as follows:

(i) in a Transfer to which the Board consents;

(ii) in a Transfer to its Permitted Transferees without the consent of the Board or any other Shareholder and without compliance with any other provision of this Section 3.04(a) so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (b) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws.

(iii) in a Public Offering in connection with the exercise of its rights under Article 5; or

(iv) in a Transfer in compliance with Rule 144.

(b) No Management Shareholder may Transfer any Company Securities prior to the second anniversary of the IPO Closing Date to the extent that such Transfer would result in such Management Shareholder’s Aggregate Ownership of Common Shares as a percentage of its Initial Ownership of Common Shares to be less than any Institutional Shareholder’s Aggregate Ownership of Common

Shares as a percentage of its Initial Ownership of Common Shares, in each case as of immediately following such Transfer; provided , however, that nothing set forth in this Section 3.04(b) shall restrict or limit a Management Shareholder’s ability to Transfer (i) to a Permitted Transferee pursuant Section 3.04(a)(ii) or (ii) up to 10% of its Initial Ownership of Common Shares in the IPO. Notwithstanding anything to the contrary in the preceding sentence, a Management Shareholder may make any Transfer permitted by Section 3.04(a) so long as after giving effect to such Transfer, such Management Shareholder has Transferred Common Shares (in such Transfer and all other Transfers) representing not more than: (i) prior to the first anniversary of the IPO, 15% of its Initial Ownership of Common Shares (which, for the avoidance of doubt, includes any Common Shares Transferred in the IPO) and (ii) prior to the second anniversary of the IPO, 27.75% of its Initial Ownership of Common Shares.

Section 3.05 . Notice of Transfers. Each Shareholder shall give the Company prompt written notice of any transactions in Company Securities in reliance on Sections 3.03 or 3.04. In addition, in connection with any Transfer of Company Securities proposed to be made by any Management Shareholder pursuant to Section 3.04, such Management Shareholder shall send to the Company not less than three, nor more than 10, Business Days’ prior written notice of his or her intention to make any such Transfer, and specify the number of such securities proposed to be sold or encumbered.

ARTICLE 4

B LOCK S ALE

Section 4.01. Block Sales. (a) Subject to Section 4.01(d), if at any time the GA Entities or the Quadrangle Entities propose to Transfer any Company Securities in a Block Sale (such party being referred to as the “ Block Sale Transferor ”), the Block Sale Transferor shall first give not less than ten (10) Business Days prior written notice (the “ Block Sale Notice ”) to the Company and the other Institutional Shareholder (such Institutional Shareholder, a “ Block Sale Notice Recipient ”) of its intention to Transfer Company Securities pursuant to a Block Sale.

(b) Upon receipt of the Block Sale Notice, the Block Sale Notice Recipient shall have the right to:

(i) participate in all discussions with the market maker relating to such Block Sale;

(ii) make its decision to participate in any Block Sale in the same time period as available to the Block Sale Transferor; and

(iii) Transfer pursuant to the Block Sale, as a condition to such Transfer by the Block Sale Transferor, at the same price per Company Security and on the same terms and conditions as the Block Sale Transferor, up to its Proportional Share of the total number of each class of Company Securities to be Transferred to the market maker, and the Block Sale Transferor shall be permitted to Transfer the remainder.

(c) If the Block Sale Notice Recipient elects not to participate in a Block Sale, in whole or in part, the Block Sale Transferor shall be free to Transfer that portion of Company Securities as to which such election was made (on the same terms and price as offered to the Block Sale Notice Recipients) in such Block Sale; provided that any such election shall not affect the rights of the Block Sale Notice Recipient under Section 4.01 with respect to each Block Sale thereafter.

(d) Notwithstanding anything to the contrary herein, no more than two Block Sales may be made by a Block Sale Transferor in any one year period following the date hereof.

ARTICLE 5

R EGISTRATION R IGHTS

Section 5.01 . Demand Registration . (a) Subject to the proviso to this Section 5.01(a), if at any time the Company shall receive a request (a “ Registration Request ”) from either Institutional Shareholder (the “ Requesting Shareholder ”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request a “ Demand Registration ”) at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Shareholders (unless a Demand Registration is to be used solely in connection with a Block Sale) and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:

(i) all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 5.01, and

(ii) subject to the restrictions set forth in Sections 5.01(e) and Section 5.02(b), all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under Section 5.02 (all such Shareholders, together with the Requesting Shareholder, the “ Registering Shareholders ”) have requested the Company to register by request received by the Company within 10 Business Days after such Shareholders receive the Company’s notice of the Demand Registration,

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided , however, that (i) no Institutional Shareholder may exercise a demand right (except to effect a Shelf Registration for purposes of a Block Sale) pursuant this Section 5.01(a) without the prior written consent of the other Institutional Shareholders, (ii) no demand may be made to effect a Shelf Registration unless the Company is then eligible to file a registration statement on Form S-3 and (iii) the Shareholders shall be subject to the terms of any lock-up agreements entered into by such Shareholders in connection with any applicable offering.

(b) Subject to Section 5.01(a), if any Requesting Shareholder makes a Demand Registration to effect a Shelf Registration, then the Company shall promptly give notice of such Demand Registration at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration to the other Shareholders (unless a Demand Registration is to be used solely in connection with a Block Sale) and thereupon shall use its best efforts to effect, as expeditiously as possible but in any event within 60 days after such Demand Registration date, the Shelf Registration of:

(i) all Registrable Securities for which the Requesting Shareholders have requested registration under this Section 5.01(b), and

(ii) all other Registrable Securities of the same class as those requested by the Requesting Stockholders that any other Registering Shareholders have requested the Company to register pursuant to Section 5.02 by request received by the Company within 10 Business Days after such other Registering Shareholders receive the Company’s notice of the Demand Registration to effect such Shelf Registration,

and to cause such Shelf Registration to become effective and to keep such Shelf Registration in effect for at least one year (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder). The Company shall be liable for and pay all Registration Expenses in connection with effecting a Shelf Registration.

(c) Promptly after the expiration of the 10 Business Day-period referred to in Sections 5.01(a)(ii) and 5.01(b)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request.

(d) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration.

(e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “ Maximum Offering Size ”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i) first, all Registrable Securities requested to be registered by the Institutional Shareholders (whether or not such Institutional Shareholder was the Requesting Shareholder), by the Management Shareholders (but only to the extent the Registrable Securities of such Management Shareholders were not acquired pursuant to the exercise of Company Options) and by the eFG Shareholders pursuant to Section 3.01(a) of the Second Amended and Restated Shareholders Agreement and, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder,

(ii) second, all Registrable Securities requested to be included in such registration by any other Registering Shareholder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such shareholder), and

(iii) third, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as the Company shall determine.

(f) Upon notice to each Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 30 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.

Section 5.02 . Piggyback Registration . (a) If the Company proposes to register any Company Securities under the Securities Act as part of an underwritten Public Offering or a Shelf Registration (other than (i) a registration relating to a Block Sale or (ii) a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 (except for the IPO, with respect to which such notice shall have previously been given and such provisions shall be deemed to have been satisfied) and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “ Piggyback Registration ”), subject to the provisions of Section 5.02(b). Upon the request of any such Shareholder made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder) (except for the IPO, with respect to which such request shall have previously been given and such period shall be deemed satisfied), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders

requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 5.02 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

(b) If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size,

(ii) second, all Registrable Securities requested to be included in such registration by any Shareholders pursuant to Section 5.02 and any other Persons pursuant to Section 3.01(a) of the Second Amended and Restated Shareholders Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each), provided, that , the managing underwriter may select shares of Registrable Securities for inclusion, or exclude shares completely, in such Piggyback Registration on a basis other than a pro rata basis if, in the reasonable opinion of such underwriter, selection on such other basis, or inclusion of such shares, would be material to the success of the offering, and

(iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Section 5.03 . Lock-Up Agreements . If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Shareholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Company Securities or other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Company and the lead managing underwriter shall agree, which period of time shall be the lock-up period applicable to the Company and to all shareholders of the Company participating in the Public Offering, and (ii) 180 days (or 90 days for any Public Offering after the IPO) (such earlier period, the “ Lock-Up Period ” for the applicable registration statement); provided , that the Shareholders and the Company shall be subject to the terms of any lock-up or similar agreements entered into by such Shareholders or the Company, as applicable, in connection with any Public Offering.

Section 5.04 . Registration Procedures . Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary

prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e) The Company shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.

(f) (i) An Institutional Shareholder shall have the right to select an underwriter or underwriters, reasonably acceptable to the other Institutional Shareholder, in connection with any Public Offering resulting from the exercise by such Institutional Shareholder of a Demand Registration, which underwriter or underwriters may include an Affiliate of such Institutional Shareholder and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.

(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, Directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Shareholder agrees that information obtained by it as a result of such inspections shall be deemed

confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h) The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.

(k) Each Registering Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a)) by the number of days during

the period from and including the date of the giving of notice pursuant to Section 5.04(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e).

Section 5.05 . Indemnification by the Company . The Company agrees to indemnify and hold harmless each Registering Shareholder holding Registrable Securities covered by a registration statement, each Shareholder seller under the IPO Registration Statement, its officers, Directors, employees, partners and agents, and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“ Damages ”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus or any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Shareholder or on such Shareholder’s behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and

Directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 5.05.

Section 5.06 . Indemnification by Participating Shareholders . Each Registering Shareholder holding Registrable Securities included in any registration statement and each Shareholder seller under the IPO Registration Statement, severally but not jointly, agrees to indemnify and hold harmless the Company, its officers, Directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only with respect to information furnished in writing by such Shareholder or on such Shareholder’s behalf expressly for use in any registration statement or prospectus or any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Shareholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and Directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Registering Shareholder shall be liable under this Section 5.06 for any Damages in excess of the net proceeds realized by such Shareholder in the sale of Registrable Securities of such Shareholder to which such Damages relate.

Section 5.07 . Conduct of Indemnification Proceedings . If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 5, such Person (an “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel,

but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Section 5.08 . Contribution . If the indemnification provided for in this Article 5 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Registering Shareholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Shareholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such

Shareholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Shareholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Shareholders or by such underwriters. The relative fault of the Company on the one hand and of each such Shareholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Registering Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 5.08 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.08, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Shareholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Shareholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Registering Shareholder’s obligation to contribute pursuant to this Section 5.08 is several in the proportion that the proceeds of the offering received by such Shareholder bears to the total proceeds of the offering received by all such Registering Shareholders and not joint.

Section 5.09 . Participation in Public Offering . No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

Section 5.10 . Other Indemnification . Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Registering Shareholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Section 5.11 . Cooperation by the Company . If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

Section 5.12 . No Transfer of Registration Rights . None of the rights of Shareholders under this Article 5 shall be assignable by any Shareholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144.

ARTICLE 6

C ERTAIN C OVENANTS AND A GREEMENTS

Section 6.01 . Confidentiality. (a) Each Shareholder agrees that Confidential Information (as defined below) furnished and to be furnished to it was and will be made available in connection with such Shareholder’s investment in the Company. Each Shareholder agrees that it will use, and that it will cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose (including to disadvantage competitively the Company). Each Shareholder further acknowledges and agrees that it will not disclose any Confidential Information to any Person, provided that Confidential Information may be disclosed (i) to such Shareholder’s Representatives (as defined below) in the normal course of the performance of

their duties or to any financial institution providing credit to such Shareholder, (ii) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject, provided that such Shareholder gives the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation)), (iii) to any Person to whom such Shareholder is contemplating a Transfer of its Company Securities ( provided that such Transfer would not be in violation of the provisions of this Agreement and as long as such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement in form and substance reasonably satisfactory to the Company and consistent with the provisions hereof), (iv) to any regulatory authority or rating agency to which the Shareholder or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information or (v) if the prior written consent of the Board shall have been obtained. Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder.

(b) “ Confidential Information ” means any information (including information with respect to any proposed public offering by the Company of its securities) concerning the Company and Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company and Persons that are or become its Subsidiaries in the possession of or furnished to any Shareholder (including by virtue of its present or former right to designate a Director of the Company), provided that the term “ Confidential Information ” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or its partners, directors, officers, employees, agents, counsel, investment advisers or representatives (all such persons being collectively referred to as “ Representatives ”) in violation of this Agreement, (ii) is or was available to such Shareholder on a non-confidential basis prior to its disclosure to such Shareholder or its Representatives by the Company or (iii) was or becomes available to such Shareholder on a non-confidential basis from a source other than the Company, provided that such source is or was (at the time of receipt of the relevant information) not, to the best of such Shareholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another Person.

Section 6.02 . Information . So long as any Company Securities remain outstanding, the Company shall deliver to each Five Percent Shareholder:

(i) as soon as practicable and, in any event within 30 days after the end of each month, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of operations and cash flow for such month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP, setting forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the corresponding month and portion of the then current fiscal year as in the Company’s annual operating budget;

(ii) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its securityholders or by any of its Subsidiaries to its securityholders other than the Company or another Subsidiary of the Company and all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any Subsidiary of the Company with any securities exchange or with the SEC; provided that the Company shall be deemed to have satisfied the requirements of this Section 6.02(ii) upon filing such financial statements, reports, notices and proxy statements, regular and periodic reports, registration statements and prospectuses on the SEC’s EDGAR system; and

(iii) as promptly as reasonably practicable, such additional information regarding the financial position or business of the Company and its Subsidiaries as such Five Percent Shareholder may reasonably request.

Section 6.03 . Business Opportunity. To the fullest extent permitted by applicable law and the Company’s Charter, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Company and any Institutional Shareholder. No Institutional Shareholder nor any of its Affiliates shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or (iii) doing business with any client or customer of the Company (each of the activities referred to in clauses (i)-(iii), a “ Competing Activity ”);

provided that, with respect to each Competing Activity in which an Institutional Shareholder engages, such Institutional Shareholder shall, and shall cause its Affiliates to, use its reasonable best efforts to implement appropriate internal controls to protect Confidential Information in a manner consistent with the obligations of such Institutional Shareholder pursuant to Section 6.01.

Section 6.04 . Purchases by Institutional Shareholders. No Institutional Shareholder or any of its Affiliates shall purchase or otherwise acquire any Company Securities without the prior written consent of the other Institutional Shareholders.

ARTICLE 7

T ERMINATION

Section 7.01 . Termination. (a) The provisions of this Agreement shall terminate as follows:

(i) the provisions of Article 3 and Article 4 shall terminate with respect to the Quadrangle Entities at such time as the Pro Rata Share of the Quadrangle Entities is less than 10%;

(ii) the provisions of Article 3 and Article 4 shall terminate with respect to the GA Entities at such time as the Pro Rata Share of the GA Entities is less than 10%;

(iii) the provisions of Article 3 shall terminate with respect to the Management Shareholders at such time as the Pro Rata Share of Quadrangle Entities is less than 10% and the Pro Rata Share of GA Entities is less than 10%;

(iv) Section 3.04 shall terminate upon the two year anniversary of the IPO;

(v) the provisions of Article 2 shall terminate at such time as the Pro Rata Share of Quadrangle Entities is less than 5% and the Pro Rata Share of GA Entities is less than 5%; and

(vi) Any Shareholder that ceases to own any Company Securities as a result of Transfers in compliance with this Agreement shall cease to be bound by the terms hereof (i) other than Sections 5.05, 5.06, 5.07, 5.08 and 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and (ii) Section 6.01 and Article 8.

(b) Termination of this Agreement shall not relieve any party from any liability for the breach of any obligations set forth in this Agreement prior to such termination.

ARTICLE 8

M ISCELLANEOUS

Section 8.01 . Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof.

Section 8.02 . Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 8.03 . Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities and any Person acquiring Company Securities who is required by the terms of this Agreement to become a party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “ Shareholder ”. Any Shareholder who ceases to own any Company Securities shall cease to be bound by the terms hereof (other than as provided for in Section 7.01(a)(vi)). Notwithstanding the terms of any employment agreement or stock purchase, option, stock option or other compensation plan of the Company or any Subsidiary, any awards or Company Securities granted to a Person on the exercise or settlement of awards pursuant to such agreements or plans shall be subject to this Agreement only to the extent that such Person is a Management Shareholder.

Section 8.04 . Waiver; Amendment. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or

otherwise modified except by an instrument in writing executed by the Company and each Institutional Shareholder; provided that any amendment or modification of this Agreement that would materially adversely and disproportionately affect the Management Shareholders relative to the Institutional Shareholders may be effected only with the consent of Management Shareholders holding more than 50% of the outstanding Common Shares held by all Management Shareholders at the time of such proposed amendment or modification.

Section 8.05 . Consent. The parties hereto consent to the amendment and restatement of the Existing Shareholders Agreement as set forth in the Second Amended and Restated Shareholders Agreement and the parties hereto shall be released from any obligations under the Existing Shareholders Agreement.

Section 8.06 . Notices. All notices, requests and other communications to any party shall be in writing (including facsimile transmissions) and shall be given,

if to the Company to:

Dice Holdings, Inc.

3 Park Avenue

New York, New York 10016

Attention: Brian Campbell

Fax: 212-448-6605

if to any of the Quadrangle Entities, to:

Quadrangle Capital Partners II LP

375 Park Avenue

New York, NY 10152

Attention: Kimberley Carlson

Fax: (212) 418-1780

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

Attention: Phillip R. Mills

Fax: (212) 450-3800

if to any of the GA Entities, to:

General Atlantic LLC

c/o General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT 06830

Attention: Mathew Nimetz

Fax: 203-618-9207

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Douglas A. Cifu

Fax: 212-492-0436

if to a Management Shareholder, to the address or facsimile number set forth on the signature pages hereto with respect to such Management Shareholder.

Any Person who becomes a Shareholder shall provide its address and fax number to the Company, which shall promptly provide such information to each Management Shareholder.

Section 8.07 . Fees and Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that the Company or its Subsidiaries shall pay all out-of-pocket costs and expenses of the Institutional Shareholders, including the reasonable fees and expenses of counsel, incurred in connection with the preparation of this Agreement or any amendment or waiver hereof or thereof, and the transactions contemplated hereby and thereby and all matters related hereto and thereto. Neither Institutional Shareholder shall be entitled to receive any management, monitoring, financing or other fee from the Company.

Section 8.08 . Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

Section 8.09 . Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Section 8.10 . Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

Section 8.11 . Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.12 . Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 8.13 . Consent to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware state court sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the nonexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.06 shall be deemed effective service of process on such party.

Section 8.14 . Severability. If one or more provisions of this Agreement are held to be unenforceable to any extent under applicable law, such provision shall be interpreted as if it were written so as to be enforceable to the maximum possible extent so as to effectuate the parties’ intent to the maximum possible extent, and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms to the maximum extent permitted by law.

Section 8.15 . Recapitalization. If any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Company Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Company Securities or any other change in capital structure of the Company, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as fairly and equitably to preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

Section 8.16 . No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with, or grants rights superior to the rights granted to the Shareholders pursuant to, this Agreement.

[Remainder of page intentionally left blank; signature pages begin on the next page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


THE COMPANY :

DICE HOLDINGS, INC.

By:		/s/ Scot W. Melland
Name:		Scot W. Melland
Title:		President and Chief Executive Officer


QUADRANGLE ENTITIES:

QUADRANGLE CAPITAL PARTNERS II LP

By:		Quadrangle GP Investors II LP, as its General Partner

By:		QCP GP Investors II LLC, as its General Partner

By:		/s/ Jeffrey Nordhaus
Name:		Jeffrey Nordhaus
Title:		Managing Director

QUADRANGLE SELECT PARTNERS II LP

By:		Quadrangle GP Investors II LP, as its General Partner

By:		Quadrangle GP Investors II LLC, as its General Partner

By:		/s/ Jeffrey Nordhaus
Name:		Jeffrey Nordhaus
Title:		Managing Director

QUADRANGLE CAPITAL PARTNERS II-A LP

By:		Quadrangle GP Investors II LP, as its General Partner

By:		Quadrangle GP Investors II LLC, as its General Partner

By:		/s/ Jeffrey Nordhaus
Name:		Jeffrey Nordhaus
Title:		Managing Director


GA ENTITIES:

GENERAL ATLANTIC PARTNERS 79, L.P.

By:		General Atlantic LLC, its General Partner

By:		/s/ Thomas J. Murphy
Name:		Thomas J. Murphy
Title:		Managing Director

GAPSTAR, LLC

By:		General Atlantic LLC, its Sole Member

By:		/s/ Thomas J. Murphy
Name:		Thomas J. Murphy
Title:		Managing Director

GAP-W HOLDINGS, L.P.

By:		General Atlantic LLC, its Manager

By:		/s/ Thomas J. Murphy
Name:		Thomas J. Murphy
Title:		Managing Director


GAP COINVESTMENTS III, LLC

By:		/s/ Thomas J. Murphy
Name:		Thomas J. Murphy
Title:		Managing Director

GAP COINVESTMENTS IV, LLC

By:		/s/ Thomas J. Murphy
Name:		Thomas J. Murphy
Title:		Managing Director

GAPCO GMBH & CO. KG

By:		GAPCO MANAGEMENT GMBH, its General Partner

By:		/s/ Thomas J. Murphy
Name:		Thomas J. Murphy
Title:		Managing Director

MANAGEMENT

SHAREHOLDERS :

/s/ Scot W. Melland

Name (print): Scot W. Melland

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Michael P. Durney

Name (print): Michael P. Durney

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Thomas M. Silver

Name (print): Thomas M. Silver

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Constance Melrose

Name (print): Constance Melrose

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Brian P. Campbell

Name (print): Brian P. Campbell

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Kent E. Thompson

Name (print): Kent E. Thompson

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Paul Melde

Name (print): Paul Melde

Address/Fax for Notices:

MANAGEMENT

SHAREHOLDERS :

/s/ Robert Dumas

Name (print): Robert Dumas

Address/Fax for Notices:

EXHIBIT A

JOINDER TO INSTITUTIONAL AND MANAGEMENT

SHAREHOLDERS AGREEMENT

This Joinder Agreement (this “ Joinder Agreement ”) is made as of the date written below by the undersigned (the “ Joining Party ”) in accordance with the Institutional and Management Shareholders Agreement dated as of [ ], 2007 (the “Institutional and Management Shareholders Agreement ”) among Dice Holdings, Inc., Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP, General Atlantic Partners 79, L.P., Gapstar, LLC, GAP-W Holdings, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC and GAPCO GmbH & Co. KG and the other parties listed on the signature pages thereof, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Institutional and Management Shareholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Institutional and Management Shareholders Agreement as of the date hereof and shall have all of the rights and obligations of a “Shareholder” thereunder as if it had executed the Institutional and Management Shareholders Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ,


[NAME OF JOINING PARTY]

By:
Name:
Title:

Address for Notices: