Common use of Participant Representations Clause in Contracts

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares.

Participant Representations. In (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the issuance meaning and acquisition consequences of receiving a grant of Restricted Stock and unrestricted Shares under released from the Escrow upon vesting of such Restricted Stock, and is entering into this AgreementAgreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Participant hereby represents and warrants Company or any of its affiliates or any employee of or counsel to the Company as follows:or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) The Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for his Participant’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act. (ii”) The or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom therefrom, and that the Shares must be held indefinitely, indefinitely unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iiic) The Participant acknowledges and understands that on the Issuance Date there is aware of the adoption of Rule 144 by the Securities and Exchange Commission not in effect under the Securities Act, which permits limited public resales of securities acquired in Act a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of registration statement covering the Shares in violation issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable shall (i) deliver to the disposition of Shares and Company Participant’s Investment Representation Statement in the Participant has provided the Company with written assurances, form attached hereto as Exhibit B; and/or (ii) make appropriate representations in substance and a form satisfactory to the Company, Company that the proposed disposition does such Shares will not require be sold other than (A) pursuant to an effective registration of the Shares statement under the Securities Act of 1933, as amended, or that all appropriate action necessary for compliance with an applicable exemption from the registration requirements of the Securities Act or such Act; (B) in compliance with any exemption from registration available under the Securities Act all applicable state securities laws and regulations; and (including Rule 144C) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the compliance with all terms and conditions of the issuance Plan, this Agreement, and any other written agreement between Participant and the Company or any of the Sharesits affiliates.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents makes the following certifications and warrants representations with respect to the Company as followsShares listed above: (ia) The Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Participant is acquiring and will hold the these Shares for investment for his Participant’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act. (iib) The Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom and therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely, indefinitely unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under Applicable Laws. (iiic) The Participant is aware of familiar with the adoption provisions of Rule 144 by the Securities 701 and Exchange Commission Rule 144, each promulgated under the Securities Act, which permits which, in substance, permit limited public resales resale of securities acquired “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offeringoffering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain conditions, including (without limitation) of the availability of certain current public information about the issuer, the resale occurring only after the holding period required conditions specified by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations144. (ivd) The Participant will In the event that the Company does not sell, transfer or otherwise dispose qualify under Rule 701 at the time of grant of the Shares Option, then the securities may be resold in violation certain limited circumstances subject to the provisions of Rule 144. (e) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, the Securities Exchange Act of 1934compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the rules promulgated thereunderfact that Rules 144 and 701 are not exclusive, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements Staff of the Securities Act and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or with any 701 will have a substantial burden of proof in establishing that an exemption from registration is available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished withfor such offers or sales, and has had access to, that such information as the persons and their respective brokers who participate in such transactions do so at their own risk. Participant considers necessary or appropriate for deciding whether to invest understands that no assurances can be given that any such other registration exemption will be available in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Sharessuch event.

Participant Representations. In (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the issuance meaning and acquisition consequences of receiving a grant of Restricted Stock and unrestricted Shares under released from the Escrow upon vesting of such Restricted Stock, and is entering into this AgreementAgreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Participant hereby represents and warrants Company or any of its Affiliates or any employee of or counsel to the Company as follows: (i) The Participant is acquiring and will hold or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Actother matters contemplated by this Agreement. (iib) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of Rule 144 by risk. Participant is aware of the Securities lack of liquidity of the Shares and Exchange Commission under the Securities Actrestrictions on transferability on the Restricted Stock and the Shares, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditionswhether vested or unvested, including (without limitation) the availability that Participant may not be able to sell or dispose of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitationsthem or use them as collateral for loans. (ivc) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable shall (i) deliver to the disposition of Shares and Company Participant’s Investment Representation Statement in the Participant has provided the Company with written assurances, form attached hereto as Exhibit B; and/or (ii) make appropriate representations in substance and a form satisfactory to the Company, Company that the proposed disposition does such Shares will not require be sold other than (A) pursuant to an effective registration of the Shares statement under the Securities Act of 1933, as amended, or that all appropriate action necessary for compliance with an applicable exemption from the registration requirements of the Securities Act or such Act; (B) in compliance with any exemption from registration available under the Securities Act all applicable state securities laws and regulations; and (including Rule 144C) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the compliance with all terms and conditions of the issuance Plan, this Agreement, and any other written agreement between Participant and the Company or any of the Sharesits affiliates.

Participant Representations. In connection with The Participant represents and warrants that: a. The Participant has such knowledge and experience in financial and business matters that the issuance Participant is capable of evaluating the merits and risks of the investment to be made by the Participant hereunder. The Participant understands and has taken cognizance of all the risk factors related to the acquisition of Shares under the Profits Interests and, other than as set forth in this Agreement, no representations or warranties have been made by the Company or any of its Affiliates to the Participant hereby represents and warrants to or the Company as follows:Participant’s representatives concerning the Profits Interests. (i) b. The Participant is acquiring and will hold the Shares Profits Interests for the Participant’s own account for investment for his account only and not with a any view to, or for resale in connection with, any "distribution" distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (ii) c. The Participant understands that (i) the Shares Profits Interests have not been registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws, and (ii) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the Profits Interests. d. The Participant acknowledges and agrees that (i) except as expressly provided for in this Agreement, no representations or warranties have been made to the Participant by reason the Company or any of a specific exemption therefrom its Affiliates or any of their respective managers, partners, officers, agents or employees, the Manager, any other Member or any other Person with respect to the Profits Interests, (ii) in entering into this Agreement and accepting the Profits Interests, the Participant is not relying upon any information, other than the information contained in this Agreement, the LLC Agreement and the results of the Participant’s own independent investigation, (iii) the Participant’s financial situation is such that the Shares Participant can afford to hold the Profits Interests for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Profits Interests may ultimately have no value, (iv) the value, including the future value of the Profits Interests, is speculative, and (v) the Profits Interests are subject to dilution by the issuance of additional units by the Company. e. The Participant is fully informed and aware of the circumstances under which the Profits Interests must be held indefinitely, unless they are subsequently and the restrictions upon the resale of the Profits Interests under the Securities Act and any applicable state securities laws. The Participant understands that the Participant must bear the economic risk of the Profits Interests for an indefinite period of time because the Profits Interests have not been registered under the Securities Act and, therefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available, that the availability of an exemption may depend on factors over which the Participant obtains has no control, that unless so registered or exempt from registration the Profits Interests may be required to be held for an opinion indefinite period and that the reliance of counsel, in form and substance satisfactory to the Company and its counsel, others upon the exemptions from registration is predicated in part upon this representation and warranty. The Participant understands that such an exemption from registration is not required. The Participant further acknowledges and understands that the Company is under no obligation presently available pursuant to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission promulgated under the Securities Act, which permits that there is no assurance that such exemption will ever become available to the Participant and that even if it were to become available, sales pursuant to Rule 144 would be limited public resales in amount and could only be made in full compliance with the provisions of securities acquired in Rule 144. f. The Participant has received, read, reviewed, and acknowledges that contemporaneously herewith shall become a non-public offeringparty to, the LLC Agreement. The Participant acknowledges and agrees that the Profits Interests are subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements provisions of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been takenLLC Agreement. (v) g. The Participant has been furnished full authority to enter into this Agreement and the LLC Agreement and to perform the Participant’s obligations hereunder and thereunder. This Agreement has been, duly and validly executed and delivered by the Participant and constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The execution, delivery and performance of this Agreement does not and will not conflict with, and has had access toviolate or cause a breach of any agreement, such information as contract or instrument to which the Participant considers necessary is a party or appropriate for deciding whether any judgment, order, decree or law to invest in the Shares, and which the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Sharesis subject.

Participant Representations. In connection with the issuance and acquisition grant of Shares under this Agreementthe Units, the Participant hereby represents and warrants the following to the Company as followsPartnership: (ia) The Participant is aware of the Partnership’s business affairs and financial condition and has acquired sufficient information about the Partnership to reach an informed and knowledgeable decision regarding the investment in (and/or acquisition of) the Units. The Participant is acquiring and will hold the Shares for Units as an investment for his Participant’s own account only and not with a view to, or for resale sale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto (the “Securities Act”). (iib) The Participant understands that the Shares Units have not been registered under the Securities Act by reason of and that the Participant is investing in (and/or acquiring) the Units pursuant to a specific exemption therefrom and therefrom, which exemption depends upon, among other things, the bona fide nature of the Participant’s investment intent as expressed herein. (c) The Participant is aware that the Shares Participant’s investment in (and/or acquisition of) the Units, as applicable, is a speculative investment that has limited liquidity and is subject to the risk of complete loss. (d) The Participant further acknowledges and understands that the Units must be held indefinitely, indefinitely unless they the Units are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Participant further acknowledges and understands that the Company Partnership is under no obligation to register the SharesUnits except as otherwise set forth in the Partnership Agreement. (iiie) The Participant is aware was not presented with or solicited by any form of the adoption of Rule 144 general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast or television, radio or similar communications media, or presented at any seminar or meeting whose attendees were invited by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitationsgeneral solicitation or advertising. (ivf) The Participant will not sellagrees to execute and deliver, transfer or otherwise dispose of the Shares in violation of the Securities Actcontemporaneous with this Award, the Securities Exchange Act of 1934omnibus joinder, or attached hereto as Exhibit B, to the rules promulgated thereunder, including Rule 144 under Partnership Agreement (to the Securities Act. The Participant agrees extent that the Participant will has not dispose previously executed the Partnership Agreement). (g) If the Participant is married, then the Participant warrants and represents that the spouse of the Shares unless and until the Participant has complied executed and will deliver, contemporaneous with all requirements delivery of this Agreement applicable to Award, the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken.spousal consent attached hereto as Exhibit C. (vh) The Participant has been furnished with, given the opportunity to examine all documents and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions of, and to receive answers from from, the Company regarding Partnership and its representatives concerning the Partnership and its Subsidiaries, the Partnership Agreement and the terms and conditions of this Award and to obtain any additional information which the issuance Participant deems necessary. (i) All information the Participant has provided to the Partnership and its representatives concerning Participant and the Participant’s financial position is complete and correct in all material respects as of the Sharesdate of this Award.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents makes the following certifications and warrants representations with respect to the Company as followsShares listed above: (ia) The Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Participant is acquiring and will hold the these Shares for investment for his Participant’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act. (iib) The Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom and therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely, indefinitely unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. (iiic) The Participant is aware of familiar with the adoption provisions of Rule 144 by the Securities 701 and Exchange Commission Rule 144, each promulgated under the Securities Act, which permits which, in substance, permit limited public resales resale of securities acquired “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offeringoffering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain conditions, including (without limitation) of the availability of certain current public information about the issuer, the resale occurring only after the holding period required conditions specified by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations144. (ivd) The Participant will In the event that the Company does not sell, transfer or otherwise dispose qualify under Rule 701 at the time of grant of the Shares Option, then the securities may be resold in violation certain limited circumstances subject to the provisions of Rule 144. (e) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, the Securities Exchange Act of 1934compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the rules promulgated thereunderfact that Rules 144 and 701 are not exclusive, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements Staff of the Securities Act and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or with any 701 will have a substantial burden of proof in establishing that an exemption from registration is available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished withfor such offers or sales, and has had access to, that such information as the persons and their respective brokers who participate in such transactions do so at their own risk. Participant considers necessary or appropriate for deciding whether to invest understands that no assurances can be given that any such other registration exemption will be available in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Sharessuch event.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Restricted Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”). (ii) The Participant understands that the Restricted Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Restricted Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Restricted Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "“broker's ’s transaction," ” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Restricted Shares in violation of the Securities Act, the Securities Exchange Act of 1934Act, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant he or she will not dispose of the Restricted Shares unless and until the Participant he or she has complied with all requirements of this Agreement applicable to the disposition of Restricted Shares and the Participant he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Restricted Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been takentaken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Restricted Shares under the securities laws or regulations of any state. (v) The Participant has been furnished with, and has had access to, such information as the Participant he or she considers necessary or appropriate for deciding whether to invest in the Restricted Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Restricted Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Restricted Shares for an indefinite period and to suffer a complete loss of his or her investment in the Restricted Shares. (vii) The Participant acknowledges that the Restricted Shares and may remain subject to the Company’s Repurchase Right, all in accordance with this Agreement. (viii) The Participant acknowledges that the Participant is acquiring the Restricted Shares subject to all other terms of the Plan and this Agreement. (ix) The Participant hereby agrees that the Restricted Shares may be required to be bound by a voting agreement, a stockholders agreement and/or another agreement as the Administrator determines in its discretion. (x) The Participant agrees to complete the Spousal Consent attached hereto as Exhibit D to the extent required by the Company to enforce this Agreement.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreementthe Units hereunder, the Participant hereby represents and warrants to the Company as followsthat: (ia) The Units to be acquired by the Participant is acquiring and pursuant to this Unit Agreement will hold be acquired for the Shares for investment for his Participant’s own account only and not with a view to, or for resale in connection withintention of, any "distribution" distribution thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, or any other applicable federal, state or foreign securities laws, and such Units will not be disposed of in contravention of the Securities Exchange Act of 1934or any applicable federal, state or the rules promulgated thereunder, including Rule 144 under the Securities Act. foreign securities laws. (b) The Participant agrees that the Participant will not dispose is a manager, director, officer or other key employee or consultant of the Shares unless Company or one of its Subsidiaries, is sophisticated in financial matters and until is able to evaluate the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares risks and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration benefits of the Shares ownership of the Units. (c) The Participant is able to bear the economic risk of the ownership of the Units for an indefinite period of time because such securities cannot be sold unless registered under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any an exemption from such registration available under the Securities Act (including Rule 144) has been takenis available. (vd) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from concerning the terms of the Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Particiapnt’s rights and obligations under this Unit Agreement (including, without limitation, the OpCo LLC Agreement) and that the Participant fully understands the terms and conditions contained herein and therein. The undersigned hereby elects pursuant to §83(b) of the issuance Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the Sharesfair market value of the units described below over the amount paid for those units. 1. The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year [20__] 2. The property which is the subject of this election is Class P Units (the “Units”) of ZoomInfo Holdings LLC (the “Company”). 3. The property was transferred to the undersigned on ___________________. 4. The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. 5. The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0.00 per Unit x [ ] Units = $0.00. 6. For the property transferred, the undersigned paid $0.00 per Unit x [ ] Units = $0.00. 7. The amount to include in gross income is $0.00.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must Director Restricted Share Agreement be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant he or she will not dispose of the Shares unless and until the Participant he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of his or her investment in the Shares.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "“broker's ’s transaction," ” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant he or she will not dispose of the Shares unless and until the Participant he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of his or her investment in the Shares.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Participant hereby acknowledges, represents and warrants to the Company as follows: following: (ia) The the Participant is acquiring and will hold the Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof an “accredited investor” within the meaning of the Securities Act. (iiRule 501(a) The Participant understands that the Shares have not been registered of Regulation D promulgated under the Securities Act by reason of a specific exemption therefrom 1933, as amended, and is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Company, (b) the Participant has been advised that the Shares must Participant may be held indefinitely, unless they are subsequently registered under an “affiliate” within the Securities Act or the Participant obtains an opinion meaning of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that Act of 1933, as amended, and may be subject to the Participant will not dispose limitations of the Shares unless and until Rule 144, (c) the Participant has complied with all requirements no intention of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration offering or selling any of the Shares under shares of Restricted Stock issued hereunder in a transaction that would violate the Securities Act of 1933, as amended, or that all appropriate action necessary for compliance with the registration requirements securities laws of any state of the Securities Act United States of America or with any exemption from registration available under other applicable jurisdiction, (d) the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in accept the Sharesgrant of the shares of Restricted Stock hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of such shares of Restricted Stock, and (e) the Participant is able, without impairing the Participant’s financial condition, to hold the shares of Restricted Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such shares of Restricted Stock. The Participant and the Company hereby agree that, notwithstanding anything to the contrary contained in the Retention Agreement, the Retention Agreement shall terminate and be null and void and of no further force or effect as of the date hereof. Without limiting the foregoing, the Participant hereby knowingly and voluntarily relinquishes and releases any and all rights and claims that the Participant currently possess or may or would otherwise possess under or in respect of the Retention Agreement. The Participant hereby acknowledges that he has read this Agreement, has received and read the Plan, and understand and agree to comply with the terms and conditions of this Agreement and the Plan. PARTICIPANT ACCEPTANCE Dated: December 31, 2015 /s/ Xxxxx Xxxxx Xxxxx Xxxxx On December 31, 2015 (the “Issue Date”), the undersigned was issued shares of common stock (collectively, the “Shares.”) of Accretive Health, Inc. (the “Company”). The Shares are subject to a substantial risk of forfeiture that may not be avoided by a transfer of the Shares to another person. The undersigned desires to make an election to have the Shares taxed under the provisions of Section 83(b) of the Code. Therefore, pursuant to Section 83(b) of the Code and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for the calendar year 2015 the excess (if any) of the fair market value of the Shares on the Issue Date over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83‑2(e): 1. The name, address and social security number of the undersigned is as follows: Xxxxx Xxxxx

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or Employee Restricted Share Agreement the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant he or she will not dispose of the Shares unless and until the Participant he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of his or her investment in the Shares.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreementthe Units hereunder, the Participant hereby represents and warrants to the Company as followsthat: (ia) The Units to be acquired by the Participant is acquiring and pursuant to this Unit Agreement will hold be acquired for the Shares for investment for his Participant’s own account only and not with a view to, or for resale in connection withintention of, any "distribution" distribution thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, or any other applicable federal, state or foreign securities laws, and such Units will not be disposed of in contravention of the Securities Exchange Act of 1934or any applicable federal, state or the rules promulgated thereunder, including Rule 144 under the Securities Act. foreign securities laws. (b) The Participant agrees that the Participant will not dispose is a manager, director, officer or other key employee or consultant of the Shares unless Company or one of its Subsidiaries, is sophisticated in financial matters and until is able to evaluate the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares risks and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration benefits of the Shares ownership of the Units. (c) The Participant is able to bear the economic risk of the ownership of the Units for an indefinite period of time because such securities cannot be sold unless registered under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any an exemption from such registration available under the Securities Act (including Rule 144) has been takenis available. (vd) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from concerning the terms of the Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Particiapnt’s rights and obligations under this Unit Agreement (including, without limitation, the OpCo LLC Agreement) and that the Participant fully understands the terms and conditions contained herein and therein. The undersigned hereby elects pursuant to §83(b) of the issuance Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the Sharesfair market value of the units described below over the amount paid for those units. 1. The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year [20__] 2. The property which is the subject of this election is ______ LTIP Units (the “Units”) of ZoomInfo Holdings LLC (the “Company”). 3. The property was transferred to the undersigned on ___________________. 4. The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. 5. The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0.00 per Unit x [____] Units = $0.00. 6. For the property transferred, the undersigned paid $0.00 per Unit x [____] Units = $0.00. 7. The amount to include in gross income is $0.00.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares.. 4 of 9 (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "“broker's ’s transaction," ” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant he or she will not dispose of the Shares unless and until the Participant he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of his or her investment in the Shares.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Participant hereby represents and warrants to the Company as follows: (i) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. . (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "“broker's ’s transaction," ” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant he or she will not dispose of the Shares unless and until the Participant he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of his or her investment in the Shares.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreementthe Units hereunder, the Participant hereby represents and warrants to the Company as followsthat: (ia) The Units to be acquired by the Participant is acquiring and pursuant to this Unit Agreement will hold be acquired for the Shares for investment for his Participant’s own account only and not with a view to, or for resale in connection withintention of, any "distribution" distribution thereof within the meaning of the Securities Act. (ii) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, or any other applicable federal, state or foreign securities laws, and such Units will not be disposed of in contravention of the Securities Exchange Act of 1934or any applicable federal, state or the rules promulgated thereunder, including Rule 144 under the Securities Act. foreign securities laws. (b) The Participant agrees that the Participant will not dispose is a manager, director, officer or other key employee or consultant of the Shares unless Company or one of its Subsidiaries, is sophisticated in financial matters and until is able to evaluate the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares risks and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration benefits of the Shares ownership of the Units. (c) The Participant is able to bear the economic risk of the ownership of the Units for an indefinite period of time because such securities cannot be sold unless registered under the Securities Act or that all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any an exemption from such registration available under the Securities Act (including Rule 144) has been takenis available. (vd) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from concerning the terms of the Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Particiapnt’s rights and obligations under this Unit Agreement (including, without limitation, the OpCo LLC Agreement) and that the Participant fully understands the terms and conditions contained herein and therein. The undersigned hereby elects pursuant to §83(b) of the issuance Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the Sharesfair market value of the units described below over the amount paid for those units. 1. The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year [20__] 2. The property which is the subject of this election is ______ Class P Units (the “Units”) of ZoomInfo Holdings LLC (the “Company”). 3. The property was transferred to the undersigned on ___________________. 4. The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. 5. The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0.00 per Unit x [____] Units = $0.00. 6. For the property transferred, the undersigned paid $0.00 per Unit x [____] Units = $0.00. 7. The amount to include in gross income is $0.00.

Participant Representations. In (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the issuance meaning and acquisition consequences of receiving a grant of Restricted Stock and unrestricted Shares under released from the Escrow upon vesting of such Restricted Stock, and is entering into this AgreementAgreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Participant hereby represents and warrants Company or any of its Affiliates or any employee of or counsel to the Company as follows: (i) The Participant is acquiring and will hold or any of its Affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Actother matters contemplated by this Agreement. (iib) The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of Rule 144 risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (c) If at the time of issuance or release from Escrow of any Restricted Stock, there is not in effect under the Securities Act of 1933, as amended (the “Securities Act”) a registration statement covering the Shares to be issued, and available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act, Participant shall, if required by the Securities and Exchange Commission Company, as a condition to issuance or delivery of the Shares, (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective registration statement under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through or an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that the Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act or that all appropriate action necessary for compliance with exemption from the registration requirements of the Securities Act or such Act; (B) in compliance with any exemption from registration available under the Securities Act all applicable state securities laws and regulations; and (including Rule 144C) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the compliance with all terms and conditions of the issuance of Plan, this Notice, and any other written agreement between Participant and the SharesCompany or any Affiliates.

Participant Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Participant hereby acknowledges, represents and warrants to the Company as follows: following: (ia) The the Participant is acquiring and will hold the Shares for investment for his account only and not with a view to, or for resale in connection with, any "distribution" thereof an “accredited investor” within the meaning of the Securities Act. (iiRule 501(a) The Participant understands that the Shares have not been registered of Regulation D promulgated under the Securities Act by reason of a specific exemption therefrom 1933, as amended, and is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Company, (b) the Participant has been advised that the Shares must Participant may be held indefinitely, unless they are subsequently registered under an “affiliate” within the Securities Act or the Participant obtains an opinion meaning of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that Act of 1933, as amended, and may be subject to the Participant will not dispose limitations of the Shares unless and until Rule 144, (c) the Participant has complied with all requirements no intention of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration offering or selling any of the Shares under shares of Restricted Stock issued hereunder in a transaction that would violate the Securities Act of 1933, as amended, or that all appropriate action necessary for compliance with the registration requirements securities laws of any state of the Securities Act United States of America or with any exemption from registration available under other applicable jurisdiction, (d) the Securities Act (including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in accept the Sharesgrant of the shares of Restricted Stock hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of such shares of Restricted Stock, and (e) the Shares.Participant is able, without impairing the Participant’s financial condition, to hold the shares of Restricted Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such shares of Restricted Stock. I hereby acknowledge that I have read this Agreement, have received and read the Plan, and understand and agree to comply with the terms and conditions of this Agreement and the Plan. This Proprietary Interests Protection Agreement (this “Agreement”) is made and entered into by and between Accretive Health, Inc. (the “Company”) and the undersigned employee (“Employee”). In addition to other good and valuable consideration, Employee is expressly being given employment or continued employment with the Company including certain monies, benefits, training and/or trade secrets and other confidential information of the Company and its customers, suppliers, vendors or affiliates to which Employee would not have access but for Employee’s relationship with the Company in exchange for Employee agreeing to the terms of this Agreement. In consideration of the foregoing, Employee agrees as follows: