AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among THRYV HOLDINGS, INC. and THE OTHER PARTIES NAMED HEREIN Dated as of September [ ], 2020Stockholders Agreement • September 18th, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September [ ], 2020 (the “Effective Date”), by and among (i) Thryv Holdings, Inc., a Delaware corporation (the “Company”), (ii) Mudrick Capital Management, L.P., a Delaware limited partnership (the “Mudrick Entity”), (iii) GoldenTree Asset Management LP, a Delaware limited partnership (the “GoldenTree Entity”), (iv) Paulson & Co. Inc., a Delaware corporation (the “Paulson Entity”), and (v) Cerberus Capital Management L.P., a Delaware limited partnership (the “Cerberus Entity”) and each of the other Affiliates (as defined below) of the foregoing that are signatories to this Agreement (each a “Stockholder” and collectively the “Stockholders”).
THRYV HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-EMPLOYEE DIRECTOR2020 Incentive Award • September 18th, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
This Stock Option Agreement (this “Agreement”), dated as of [________], 20201, sets forth the terms and conditions of the grant by Thryv Holdings, Inc., a Delaware corporation (the “Company”) to the Participant (as set forth below) of an option to purchase a number of shares of Stock (the “Shares”) as set forth below (the “Option”) pursuant to the Company’s 2020 Incentive Award Plan, as may be amended from time to time (the “Plan”). The Option is subject to all of the terms and conditions set forth in this Agreement as well as in the Plan (the terms of which are incorporated herein by reference). Unless otherwise defined herein, the terms defined in the Plan will have the same meanings in this Agreement.
