INDEMNIFICATION AGREEMENTIndemnification Agreement • May 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement is effective as of [ ], 2020 (this “Agreement”) and is between ZoomInfo Technologies Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
AMENDMENT NO. 7 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 12th, 2024 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of February 1, 2019, among ZOOMINFO LLC (f/k/a DISCOVERORG, LLC), a Delaware limited liability company (the “Borrower”), ZOOMINFO TECHNOLOGIES LLC, a limited liability company organized under the laws of Delaware (the “Co-Borrower”), ZOOMINFO MIDCO, LLC (f/k/a DiscoverOrg Midco, LLC), a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), BARCLAYS BANK PLC and ANTARES CAPITAL LP, as Joint Lead Arrangers and Joint Bookrunners and MORGAN STANLEY, as Administrative Agent, Collateral Agent and a L/C Issuer.
20,000,000 Shares ZOOMINFO TECHNOLOGIES INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT August 9, 2021Underwriting Agreement • August 11th, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (the “Representative”) proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with ZoomInfo Technologies Inc., a Delaware corporation (the “Company”), ZoomInfo Intermediate Holdings LLC, a Delaware limited liability company (“ZoomInfo HoldCo”), ZoomInfo Holdings LLC, a Delaware limited liability company (“ZoomInfo OpCo”), and the selling stockholders named in Schedule I to the Underwriting Agreement providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representative (the “Underwriters”), of 10,000,000 shares (the “Shares”) of the Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”). The undersigned further understands that the Company is authorized to issue, in addition to the Class A Common Stock, shares of its Class B common stock, par value $0.01 per share (the “Class B Common Stock”), and shares of its Class C comm
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 8th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of June 3, 2020, and is between ZoomInfo Technologies Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding ZoomInfo Holdings LLC, a Delaware limited liability company (“OpCo”), a “TRA Party” and together the “TRA Parties”).
OPTION GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC.Option Award Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
ZoomInfo Technologies Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
ZOOMINFO TECHNOLOGIES EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Washington
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and between ZoomInfo Technologies Inc., a Delaware corporation, together with its indirect subsidiary ZoomInfo Technologies LLC (collectively, the “Company”), on the one hand, and Joseph Christopher Hays (“Executive”), on the other, as of August 10, 2020 (the “Effective Date”). The Company and Executive are referred to herein individually as a “Party” and, collectively, as the “Parties.”
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENTFirst Lien/Second Lien Intercreditor Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of February 1, 2019 (this “Agreement”), among DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), DISCOVERORG, LLC, a Delaware limited liability company (“Borrower”), the other Grantors from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., acting in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement, as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), MORGAN STANLEY SENIOR FUNDING, INC., acting in its capacity as administrative agent and collateral agent under the Initial Second Lien Debt Agreement, as Representative for the Initial Second Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Second Lien Representative”), and each additional Senior Priority Representative
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ZOOMINFO TECHNOLOGIES INC.,Registration Rights Agreement • June 8th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 8th day of June, 2020, by and among ZoomInfo Technologies Inc., a Delaware corporation (the “Company”), each of the Investors listed on Schedule A hereto (together with their successors and Permitted Transferees as provided herein, an “Investor”), the 22C Investors (as defined herein) and each of the holders of Registrable Securities identified on Schedule C attached hereto (together with their successors and Permitted Transferees as provided herein, each, an “Other Holder”) and any Person that becomes a party to this Agreement pursuant to Section 5.10 hereto as an “Investor” or an “Other Holder” as applicable.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
CLASS P UNIT GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC. 2020 OMNIBUS INCENTIVE PLANClass P Unit Award Agreement • May 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
ZoomInfo Technologies Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Class P Units of ZoomInfo OpCo (the “Units”) set forth below. The Units are deemed to be OpCo Units under the Plan and vested Units may potentially be exchanged for shares of Common Stock pursuant to Article XII of the OpCo LLC Agreement. The Units are subject to all of the terms and conditions as set forth herein, in the Class P Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), the OpCo LLC Agreement and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan or the OpCo LLC Agreement, as applicable.
SECOND LIEN CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2019Second Lien Credit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of February 1, 2019, among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), BARCLAYS BANK PLC and ANTARES CAPITAL LP, as Joint Lead Arrangers and Joint Bookrunners and MORGAN STANLEY, as Administrative Agent and Collateral Agent.
STOCKHOLDERS AGREEMENT Dated as of June 3, 2020Stockholders Agreement • June 8th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of June 3, 2020, among (i) ZoomInfo Technologies Inc., a Delaware corporation (the “Issuer”); (ii) the TA Stockholders (as hereinafter defined); (iii) the Carlyle Stockholders (as hereinafter defined); and (iv) the Founder Stockholders (as hereinafter defined), and any other Person who becomes a party hereto pursuant to Article VI (each a “Stockholder” and, collectively, the “Stockholders”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 8th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 3, 2020, is entered into by and among ZoomInfo Holdings LLC, a Delaware limited liability company (the “Company”), ZoomInfo Technologies Inc., a Delaware corporation (“PubCo”), as Managing Member (in such capacity immediately prior to the consummation of the Blocker Mergers) and on its behalf, ZoomInfo Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate Holdings”), as Managing Member (in such capacity as successor to PubCo) and on its behalf, and the Members. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
FIRST LIEN SUBSIDIARY GUARANTYFirst Lien Subsidiary Guaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN SUBSIDIARY GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) among the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Subsidiary Guarantors” and, individually, each a “Subsidiary Guarantor”) in favor of MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below). Each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to the Subsidiary Guarantors hereunder.
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
I, the undersigned spouse hereby acknowledge that I have read the following agreements to which my spouse is a party and that I understand their contents:
ZOOMINFO TECHNOLOGIES LLC and ZOOMINFO FINANCE CORP. as Issuers 3.875% Senior Notes due 2029 INDENTURE Dated as of February 2, 2021 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • February 2nd, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
INDENTURE, dated as of February 2, 2021, as amended or supplemented from time to time (this “Indenture”), among ZOOMINFO TECHNOLOGIES LLC, a Delaware limited liability company (“ZoomInfo Technologies”), ZOOMINFO FINANCE CORP., a Delaware corporation (the “Co-Issuer” and, together with ZoomInfo Technologies, the “Issuers”), the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Trustee (as defined herein). The Issuers are subsidiaries of ZoomInfo Technologies Inc., a Delaware corporation (including any successor thereto, the “Company”).
RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC. 2020 OMNIBUS INCENTIVE PLAN (NON-EMPLOYEE DIRECTOR GRANT)Restricted Stock Unit Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
ZoomInfo Technologies Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
AMENDMENT NO. 1 TO THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZOOMINFO HOLDINGS LLC A Delaware Limited Liability Company March 12, 2021Limited Liability Company Agreement • May 3rd, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Limited Liability Company Agreement (as amended, restated or otherwise modified from time to time, the “LLC Agreement”) of ZoomInfo Holdings LLC, a Delaware limited liability company (the “Company”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Intermediate Holdings LLC (the “Managing Member”) and the other parties hereto as of the date first written above. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the LLC Agreement.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 20th, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
AMENDMENT NO. 3, dated as of July 20, 2021 (this “Amendment”), by and among ZOOMINFO LLC (f/k/a DISCOVERORG, LLC), a limited liability company organized under the laws of Delaware (the “Borrower”), ZOOMINFO TECHNOLOGIES LLC, a limited liability company organized under the laws of Delaware (the “Co-Borrower”), ZOOMINFO MIDCO, LLC (f/k/a DISCOVERORG MIDCO, LLC), a limited liability company organized under the laws of Delaware (“Holdings”), MORGAN STANLEY BANK, N.A., as the 2021-1 Incremental First Lien Term Loan Lender (as defined below) each of the Guarantors party hereto, each other Lender party hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, and L/C Issuer, to the First Lien Credit Agreement, dated as of February 1, 2019, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended by that certain Amendment No. 1 to First Lien Credit
RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC.Restricted Stock Unit Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
ZoomInfo Technologies Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 2nd, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
AMENDMENT NO. 2, dated as of February 2, 2021 (this “Amendment”), by and among ZOOMINFO LLC (f/k/a DISCOVERORG, LLC), a limited liability company organized under the laws of Delaware (the “Borrower”), ZOOMINFO TECHNOLOGIES LLC, a limited liability company organized under the laws of Delaware (the “Co-Borrower”), ZOOMINFO MIDCO, LLC (f/k/a DISCOVERORG MIDCO, LLC), a limited liability company organized under the laws of Delaware (“Holdings”), MORGAN STANLEY BANK, N.A. (“MSBNA”), as the New Term Loan Lender (as defined below), each of the Incremental Revolving Credit Commitment Increase Lenders (as defined below), each other Revolving Credit Lender, each other Consenting Lender and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, an L/C Issuer, to the First Lien Credit Agreement, dated as of February 1, 2019, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party
AT-WILL EMPLOYEE AGREEMENTAt-Will Employment Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Oregon
As a condition of my employment with DiscoverOrg, LLC (“DiscoverOrg”), its subsidiaries, affiliates, successors, or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation paid to me by the Company now and in the future, I agree to the following terms, which reflect my agreement with the Company as in effect since the date I first became employed by the Company:
SECOND LIEN SUBSIDIARY GUARANTYSecond Lien Subsidiary Guaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
SECOND LIEN SUBSIDIARY GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) among the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Subsidiary Guarantors” and, individually, each a “Subsidiary Guarantor”) in favor of MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below). Each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to the Subsidiary Guarantors hereunder.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1, dated as of February 19, 2020 (this “Amendment”), by and among DISCOVERORG, LLC, a limited liability company organized under the laws of Delaware (the “Borrower”), DISCOVERORG MIDCO, LLC, a limited liability company organized under the laws of Delaware (“Holdings”), MORGAN STANLEY BANK, N.A. (“MSBNA”), as the New Term Loan Lender (as defined below), the Revolving Credit Lenders party hereto, and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, to the First Lien Credit Agreement, dated as of February 1, 2019, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Credit Agreeme
FIRST LIEN HOLDINGS GUARANTYGuaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN HOLDINGS GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) between DISCOVERORG MIDCO, LLC, a Delaware limited liability company (the “Guarantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
TAX RECEIVABLE AGREEMENT (Exchanges) between ZOOMINFO TECHNOLOGIES INC. and THE PERSONS NAMED HEREIN Dated as of June 3, 2020Tax Receivable Agreement • June 8th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of June 3, 2020, and is between ZoomInfo Technologies Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding ZoomInfo Holdings LLC, a Delaware limited liability company (“OpCo”), a “TRA Party” and together the “TRA Parties”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
SECOND LIEN SECURITY AGREEMENT dated as of February 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, the Borrower, the Subsidiary Grantors and such Additional Grantors being, collectively, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement (as defined below)).
AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT (EXCHANGES) August 20, 2021Tax Receivable Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Tax Receivable Agreement (Exchanges) (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Technologies Inc. (“PubCo”) and the other thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
AMENDMENT NO. 2 TO THE TAX RECEIVABLE AGREEMENT (REORGANIZATION) October 29, 2021Tax Receivable Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) to the Tax Receivable Agreement (Reorganization) (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Technologies Inc. (“PubCo”) and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [ ], 2020, is entered into by and among ZoomInfo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), ZoomInfo Technologies, Inc., a Delaware corporation (“PubCo”), as the Managing Member and on its behalf, and the Members. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
SECOND LIEN HOLDINGS GUARANTYGuaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
SECOND LIEN HOLDINGS GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) between DISCOVERORG MIDCO, LLC, a Delaware limited liability company (the “Guarantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT (REORGANIZATION) August 20, 2021Tax Receivable Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Tax Receivable Agreement (Reorganization) (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Technologies Inc. (“PubCo”) and the other thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN SECURITY AGREEMENT dated as of February 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, the Borrower, the Subsidiary Grantors and such Additional Grantors being, collectively, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement (as defined below)).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZOOMINFO TECHNOLOGIES INC., ZOOMINFO NEWCO INC. AND ZOOMINFO MERGER SUB 1 INC. DATED AS OF OCTOBER 29, 2021Merger Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of 12:05 a.m. Eastern Time on October 29, 2021, by and among ZoomInfo Technologies Inc., a Delaware corporation (“Old PubCo”), ZoomInfo NewCo Inc., a Delaware corporation and a direct, wholly owned subsidiary of Old PubCo (“New PubCo”) and ZoomInfo Merger Sub 1 Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo (“Merger Sub 1”) (each a “Party” and collectively the “Parties”).
AMENDMENT NO. 2 TO THE TAX RECEIVABLE AGREEMENT (EXCHANGES) October 29, 2021Tax Receivable Agreement (Exchanges) • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) to the Tax Receivable Agreement (Exchanges) (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Technologies Inc. (“PubCo”) and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
