] Shares ZOOMINFO TECHNOLOGIES INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 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”), 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 Representatives (the “Underwriters”), of [ ] 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
