AMENDMENT NO. 2 TO THE TAX RECEIVABLE AGREEMENT (REORGANIZATION) October 29, 2021Tax Receivable Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) to the Tax Receivable Agreement (Reorganization) (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Technologies Inc. (“PubCo”) and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZOOMINFO TECHNOLOGIES INC., ZOOMINFO NEWCO INC. AND ZOOMINFO MERGER SUB 1 INC. DATED AS OF OCTOBER 29, 2021Merger Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of 12:05 a.m. Eastern Time on October 29, 2021, by and among ZoomInfo Technologies Inc., a Delaware corporation (“Old PubCo”), ZoomInfo NewCo Inc., a Delaware corporation and a direct, wholly owned subsidiary of Old PubCo (“New PubCo”) and ZoomInfo Merger Sub 1 Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo (“Merger Sub 1”) (each a “Party” and collectively the “Parties”).
AMENDMENT NO. 2 TO THE TAX RECEIVABLE AGREEMENT (EXCHANGES) October 29, 2021Tax Receivable Agreement (Exchanges) • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) to the Tax Receivable Agreement (Exchanges) (as amended, restated or otherwise modified from time to time, the “TRA”), dated as of June 3, 2020, is adopted, executed and entered into by ZoomInfo Technologies Inc. (“PubCo”) and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the TRA.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZOOMINFO TECHNOLOGIES INC., ZOOMINFO HOLDINGS LLC AND ZOOMINFO MERGER SUB 2 LLC DATED AS OF OCTOBER 29, 2021Merger Agreement • November 1st, 2021 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
