l ] Shares ZOOMINFO TECHNOLOGIES INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT August [ l ], 2020Underwriting Agreement • August 18th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Representatives”) propose 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”), and ZoomInfo Holdings LLC, a Delaware limited liability company (“ZoomInfo OpCo”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of 44,500,000 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, prior to the consummation of the Public Offering, the Company will be 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
