TAX RECEIVABLE AGREEMENT (Exchanges) between ZOOMINFO TECHNOLOGIES INC. and THE PERSONS NAMED HEREIN Dated as of [_], 2020Tax Receivable Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [_], 2020, and is between ZoomInfo Technologies Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), 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”).
ZOOMINFO TECHNOLOGIES INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 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 Holdings LLC (formerly known as DiscoverOrg Holdings, LLC ) (collectively, the “Company”), on the one hand, and Henry Schuck (“Executive”), on the other, as of [______], 2020. The Company and Executive are referred to herein individually as a “Party” and, collectively, as the “Parties.”
LTIP UNIT GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC. 2020 OMNIBUS INCENTIVE PLANZoomInfo Technologies Inc. • May 22nd, 2020 • 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 LTIP Units (as defined in the OpCo LLC Agreement) 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 Schedule I of the OpCo LLC Agreement. The Units are subject to all of the terms and conditions as set forth herein, in the LTIP 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.
OPTION GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC.Option 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.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [ ], 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.
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.
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.
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.
OPTION GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC. 2020 OMNIBUS INCENTIVE PLANZoomInfo Technologies Inc. • May 22nd, 2020 • 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.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • May 22nd, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
This Restrictive Covenant Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the signature page hereto, by and between ZoomInfo Technologies Inc., a Delaware corporation (the “Company”), and the individual set forth on the signature page hereto (the “Participant”).
RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC.2020 Omnibus Incentive • 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.
CLASS P UNIT GRANT NOTICE UNDER THE ZOOMINFO TECHNOLOGIES INC.2020 Omnibus Incentive • 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 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.
