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”).
ZOOMINFO TECHNOLOGIES INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 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 May 27, 2020. The Company and Executive are referred to herein individually as a “Party” and, collectively, as the “Parties.”
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.
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.
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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 8th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 3, 2020, is entered into by and among ZoomInfo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), ZoomInfo Technologies, Inc., a Delaware corporation, and the Members. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
