ZoomInfo S1 IPO registration | ZI 27 Feb 20

Exhibit 10.11

Execution Version

AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of February 19, 2020 (this “Amendment”), by and among DISCOVERORG, LLC, a limited liability company organized under the laws of Delaware (the “Borrower”), DISCOVERORG MIDCO, LLC, a limited liability company organized under the laws of Delaware (“Holdings”), MORGAN STANLEY BANK, N.A. (“MSBNA”), as the New Term Loan Lender (as defined below), the Revolving Credit Lenders party hereto, and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, to the First Lien Credit Agreement, dated as of February 1, 2019, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.

W I T N E S S E T H:

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 3.08 and 10.01 of the Credit Agreement provide that the Borrower, the Administrative Agent and the Lenders may amend the Credit Agreement as set forth herein;

WHEREAS, MSSF has been appointed as Amendment No. 1 Arranger (as defined below) and is acting as lead arranger and joint bookrunner for this Amendment (in such capacities, the “Amendment No. 1 Arranger”);

WHEREAS, (i) each Lender holding Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date (the “Existing Term Loans”) that executes and delivers a consent to this Amendment (each, a “Consenting Term Loan Lender”) substantially in the form of Exhibit A hereto (an “Amendment No. 1 Term Loan Consent”) shall be deemed, upon effectiveness of this Amendment, to have consented to the amendments to the Credit Agreement set forth herein, including, without limitation, the reduction of the Applicable Rate with respect to its outstanding Existing Term Loans and (x) if such Consenting Term Loan Lender elects the “Column A” option on the Amendment No. 1 Term Loan Consent, such Consenting Term Loan Lender will retain its Existing Term Loans as amended by this Amendment No. 1 and (y) if such Consenting Term Loan Lender elects the “Column B” option on the Amendment No. 1 Term Loan Consent, the entire amount of such Consenting Term Loan Lender’s Existing Term Loans will be assigned to the New Term Loan Lender (as defined below) at par on the Amendment No. 1 Effective Date (as defined below) (it being understood that no Assignment and Assumption shall be required to be executed by such Consenting Term Loan Lender to effect such assignment) and following the Amendment No. 1 Effective Date such Consenting Term Loan Lender shall purchase by assignment Initial Term Loans in an equal principal amount as its Existing Term Loans or such lesser amount allocated to such Consenting Term Loan Lender by the Amendment No. 1 Arranger, (ii) each Lender holding Existing Term Loans that either elects the “Column C” option or does not

execute and deliver an Amendment No. 1 Term Loan Consent (each, a “Non-Consenting Term Loan Lender”) shall be required to assign the entire amount of its Existing Term Loans to MSBNA (in such capacity, the “New Term Loan Lender”) in accordance with Section 3.08 and Section 10.07 of the Credit Agreement and such New Term Loan Lender shall become a Lender under the Amended Credit Agreement with respect to the Initial Term Loans so assigned (and this Amendment shall constitute the notice or waiting period to any such Non-Consenting Term Loan Lender to be replaced in accordance with Section 3.08 of the Credit Agreement), (iii) on the Amendment No. 1 Effective Date, the Borrower shall have paid to the Administrative Agent, for the ratable benefit of the existing Lenders, all accrued and unpaid interest to, but not including, the Amendment No. 1 Effective Date, with respect to the Existing Term Loans and (iv) the consent of the Majority Lenders in respect of the Initial Term Loans to this Amendment is required pursuant to Section 3.08 of the Credit Agreement to effectuate the assignments contemplated by clause (ii) above;

WHEREAS, (i) each Lender holding Revolving Credit Loans outstanding immediately prior to the Amendment No. 1 Effective Date (the “Existing Revolving Loans” and, together with the Existing Term Loans, the “Existing Loans” and each an “Existing Loan”) that executes and delivers a consent to this Amendment (each, a “Consenting Revolving Lender” and, together with the Consenting Term Loan Lenders, the “Consenting Lenders” and each a “Consenting Lender”) substantially in the form of Exhibit B hereto (an “Amendment No. 1 Revolving Consent” and, together with the Amendment No. 1 Term Loan Consent, the “Amendment No. 1 Consents” and each an “Amendment No. 1 Consent”) shall be deemed, upon effectiveness of this Amendment, to have consented to the amendments to the Credit Agreement set forth herein, including, without limitation, the reduction of the Applicable Rate with respect to its outstanding Existing Revolving Loans and (x) if such Consenting Revolving Lender elects the “Column A” option on the Amendment No. 1 Revolving Consent, such Consenting Revolving Lender will retain its Existing Revolving Loans as amended by this Amendment No. 1 and (y) if such Consenting Revolving Lender elects the “Column B” option on the Amendment No. 1 Revolving Consent, the entire amount of such Consenting Revolving Lender’s Existing Revolving Loans will be assigned to the New Revolving Credit Lender (as defined below) at par on the Amendment No. 1 Effective Date (as defined below) (it being understood that no Assignment and Assumption shall be required to be executed by such Consenting Revolving Lender to effect such assignment) and following the Amendment No. 1 Effective Date such Consenting Revolving Lender shall purchase by assignment Revolving Credit Loans in an equal principal amount as its Existing Revolving Loans or such lesser amount allocated to such Consenting Revolving Lender by the Amendment No. 1 Arranger, (ii) each Lender holding Existing Revolving Loans that either elects the “Column C” option or does not execute and deliver an Amendment No. 1 Revolving Consent (each, a “Non-Consenting Revolving Lender” and, together with the Non-Consenting Term Loan Lenders, the “Non-Consenting Lenders” and each a “Non-Consenting Lender”) shall be required to assign the entire amount of its Existing Revolving Loans to MSSF (in such capacity, the “New Revolving Credit Lender”) in accordance with Section 3.08 and Section 10.07 of the Credit Agreement and such New Revolving Credit Lender shall become a Lender under the Amended Credit Agreement with respect to the Revolving Credit Loans so assigned (and this Amendment shall constitute the notice or waiting period to any such Non-Consenting Revolving Lender to be replaced in accordance with Section 3.08 of the Credit Agreement), (iii) on the Amendment No. 1 Effective Date, the Borrower shall have paid to the Administrative Agent, for the ratable benefit of the existing Lenders, all accrued and unpaid interest to, but not including, the

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Amendment No. 1 Effective Date, with respect to the Existing Revolving Loans and (iv) the consent of the Majority Lenders in respect of the Revolving Credit Facility to this Amendment is required pursuant to Section 3.08 of the Credit Agreement to effectuate the assignments contemplated by clause (ii) above;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

Amendments

Section 1.1. Amendments. Subject to satisfaction (or waiver) of the conditions set forth in Article II hereof, on the Amendment No. 1 Effective Date, the Credit Agreement is hereby amended as follows:

(a) The following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetical order:

“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of February 19, 2020.

“Amendment No. 1 Arranger” means Morgan Stanley Senior Funding, Inc., as lead arranger and joint bookrunner in connection with Amendment No. 1.

“Amendment No. 1 Consent” has the meaning assigned to such term in the recitals to Amendment No. 1.

“Amendment No. 1 Effective Date” means February 19, 2020, the date of effectiveness of Amendment No. 1.

(b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““Applicable Rate” means:

(a) a percentage per annum equal to, with respect to the Initial Term Loans, (i) prior to the Amendment No. 1 Effective Date, 4.50% per annum for Eurocurrency Rate Loans and 3.50% per annum for Base Rate Loans and (ii) from and after the Amendment No. 1 Effective Date, 4.00% per annum for Eurocurrency Rate Loans and 3.00% per annum for Base Rate Loans; and

(b) a percentage per annum equal to, with respect to the Closing Date Revolving Tranche, (i) prior to the Amendment No. 1 Effective Date, 4.50% per annum for Eurocurrency Rate Loans and 3.50% per annum for Base Rate Loans, (ii) from the Amendment No. 1 Effective Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) in respect of the first full fiscal quarter ending after the Amendment No. 1 Effective Date, 4.00% per annum for Eurocurrency Rate Loans and 3.00% per annum for Base Rate Loans and (iii) thereafter, the applicable percentage per annum

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set forth below, as determined by reference to the Consolidated First Lien Net Leverage Ratio, as set forth in the then most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):



Applicable Rate
Pricing Level	Consolidated First Lien Net Leverage Ratio	Eurocurrency Rate Loans	Base Rate Loans
1	Greater than 4.40:1.00	4.00%	3.00%
2	Equal to or less than 4.40:1.00	3.75%	2.75%

Notwithstanding the foregoing, upon the consummation of a Qualified IPO the Applicable Rate set forth for each Pricing Level in respect of any Closing Date Revolving Tranche will be reduced by 0.25% and the Applicable Rate in respect of any Initial Term Loans will be reduced by 0.25%.

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that “Pricing Level 1” for the table set forth in clause (b) above shall apply without regard to the Consolidated First Lien Net Leverage Ratio (x) at any time after the date on which any annual or quarterly financial statement was required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but was not delivered (or the Compliance Certificate related to such financial statements was required to have been delivered pursuant to Section 6.02(a) but was not delivered), commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements (or, if later, the Compliance Certificate related to such financial statements) are delivered, or (y) at the election of the Majority Lenders under the applicable Tranche at such time, at all times if an Event of Default shall have occurred and be continuing.”

(c) The definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby amended by replacing the word “and” that is immediately before “(ix)” with a comma and inserting the following at the end of the sentence: “and (x) Amendment No. 1”.

(d) The reference to “Closing Date” in Section 2.05(a)(iii) and 3.08(c) of the Credit Agreement is hereby replaced with a reference to “Amendment No. 1 Effective Date”.

(e) Section 2.08(a) of the Credit Agreement is hereby amended by inserting “and Amendment No. 1” immediately after the language “Subject to the provisions of the following sentence”.

(f) Section 9.12 of the Credit Agreement is hereby amended by (x) replacing the word “or” immediately before “joint bookrunner” with a comma, (y) inserting the following after “joint bookrunner” in the first sentence thereof: “or “Amendment No. 1

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Arranger”” and (z) inserting the following after “signature pages of this Agreement” in the first sentence thereof: “or Amendment No. 1”.

ARTICLE II

In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party party hereto represents and warrants to the Administrative Agent, Collateral Agent and the Lenders that:

Section 2.1. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of the Restricted Subsidiaries (subject, in the case of clause (c), to the Legal Reservations and Section 2.3) (a) is a Person duly organized, formed or incorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute and deliver this Amendment and perform its obligations under this Amendment and under the Amended Credit Agreement, (c) is duly qualified and is authorized to do business and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and (d) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i), (b)(ii) (other than with respect to the Borrower), (c) and (d), to the extent that any failure to be so or to have such would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.2. Authorization; No Contravention. The execution and delivery of this Amendment and performance by each Loan Party of this Amendment and the Amended Credit Agreement, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents or (b) violate any Law; except in each case to the extent that such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.3. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery, performance by, or enforcement against, any Loan Party of this Amendment or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents, except for (w) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties consisting of UCC financing statements, filings in the United States Patent and Trademark Office and/or the United States Copyright Office (if there are any patents, registered trademarks, registered copyrights, or applications for any of the foregoing) and Mortgages, (x) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (y) those approvals, consents, exemptions, authorizations or other actions, notices or filings set out in the Collateral Documents and (z) those approvals, consents,

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exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.4. Binding Effect. This Amendment has been duly executed and delivered by each Loan Party (to the extent such concept is applicable in the relevant jurisdiction and subject, in each case, to the Legal Reservations and Section 2.3). Subject to the Legal Reservations, this Amendment constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against each such Loan Party in accordance with its terms.

ARTICLE III

Conditions to Effectiveness

This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which the following conditions precedent are satisfied (or waived by the Administrative Agent):

(a) The Administrative Agent (or its counsel) shall have received the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, from (i) the New Term Loan Lender, (ii) the New Revolving Credit Lender, (iii) the Administrative Agent and (iv) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. The Administrative Agent (or its counsel) shall have received from each Consenting Lender constituting at least the Required Lenders immediately prior to giving effect to the Amendment No. 1 Effective Date, a duly executed Amendment No. 1 Consent. Each Non-Consenting Lender shall have executed an Assignment and Assumption assigning all of such Non-Consenting Lender’s Existing Loans to the New Term Loan Lender or the New Revolving Credit Lender, as applicable, or shall have been deemed to have executed such an Assignment and Assumption in accordance with Section 3.08(a) of the Credit Agreement.

(b) The Administrative Agent shall have received (i) such customary resolutions or other action of the Borrower and Holdings as the Administrative Agent may reasonably require evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, (ii) with respect to the Borrower and Holdings, such documents and certifications (including incumbency certificates, Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing and in good standing and (iii) to the extent applicable in the relevant jurisdiction, bring down good standing certificates of the Borrower and Holdings dated as of a recent date.

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(c) Holdings, the Borrower and each of the Subsidiary Guarantors shall have provided the documentation and other information reasonably requested in writing at least ten (10) Business Days prior to the Amendment No. 1 Effective Date by the Consenting Lenders as they reasonably determine is required by regulatory authorities in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, in each case at least three (3) Business Days prior to the Amendment No. 1 Effective Date (or such shorter period as the Administrative Agent shall otherwise agree).

(d) The Borrower shall have paid to the Administrative Agent for the ratable account of the Lenders holding Existing Loans all accrued and unpaid interest on such Existing Loans to, but not including, the Amendment No. 1 Effective Date.

(e) All costs, fees, expenses (including without limitation legal fees and expenses), in each case solely to the extent required to be paid pursuant to Section 10.04 of the Amended Credit Agreement, and other compensation separately agreed in writing to be payable to the Amendment No. 1 Arranger and the Administrative Agent shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail at least three Business Days prior to the Amendment No. 1 Effective Date).

(f) After giving effect to this Amendment, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement, Article II hereunder and each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and (B) no Default shall exist, or would result immediately after giving effect to the provisions of this Amendment. A Responsible Officer of the Borrower shall have delivered a certificate certifying as to the matters set forth in clauses (A) and (B).

(g) The Administrative Agent shall have received an opinion of Latham & Watkins LLP, special New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and the Amendment No. 1 Arranger.

ARTICLE IV

Miscellaneous

Section 4.1. Continuing Effect; No Other Amendments or Waivers. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are hereby ratified and affirmed in all respects and shall continue in full force and

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effect. Except as expressly waived hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 1 Effective Date. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. All references to the Credit Agreement in any document, instrument, agreement, or writing shall from and after the Amendment No. 1 Effective Date be deemed to refer to the Credit Agreement as amended hereby, and, as used in the Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Amendment No. 1 Effective Date, the Credit Agreement as amended hereby.

Section 4.2. New Term Loan Lender; New Revolving Credit Lender. The New Term Loan Lender and the New Revolving Credit Lender hereby consent to this Amendment. Each of the New Term Loan Lender, the New Revolving Credit Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Term Loan Lender or the New Revolving Credit Lender (as applicable), as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.08(a) of the Amended Credit Agreement), the New Term Loan Lender and the New Revolving Credit Lender (as applicable) (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Initial Term Loans or Revolving Credit Loans (as applicable) in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders and all Consenting Lenders described under clause (i)(y) of the fourth “whereas” clause of this Amendment and clause (i)(y) of the fifth “whereas” clause of this Amendment (as applicable), (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption within the time periods provided in Section 3.08(a) of the Credit Agreement shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.08(a) of the Credit Agreement. After the assignment (or deemed assignment) of (x) Initial Term Loans to the New Term Loan Lender as contemplated above, the New Term Loan Lender and the Consenting Term Loan Lenders shall together hold all of the Initial Term Loans and (y) Revolving Credit Loans to the New Revolving Credit Lender as contemplated above, the New Revolving Credit Lender and the Consenting Revolving Lenders shall together hold all of the Revolving Credit Loans.

Section 4.3. Counterparts. This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which counterparts when so executed shall be an original, but all of which shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed

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original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

Section 4.4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 4.5. Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment No. 1 Effective Date, that its guarantee of the Obligations under the Subsidiary Guaranty and the Holdings Guaranty and its grant of Liens on the Collateral to secure the Obligations pursuant to each Collateral Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in the Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.

Section 4.6. Tax Treatment. For U.S. federal and applicable state and local income tax purposes, immediately before and after giving effect to this Amendment, all of the Initial Term Loans shall be treated as one fungible tranche. Unless otherwise required by applicable law, none of the Loan Parties, the Administrative Agent or any Lender shall take any tax position inconsistent with the preceding sentence.

Section 4.7. Loan Document and Integration. This Amendment is a Loan Document, and together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

Section 4.8. Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

Section 4.9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.

[Signature Pages Follow]

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	DISCOVERORG MIDCO, LLC, as Holdings

	By:	/s/ Anthony Stark
	Name:	Anthony Stark
	Title:	Vice President and Secretary

	DISCOVERORG, LLC, as the Borrower

	By:	/s/ Anthony Stark
	Name:	Anthony Stark
	Title:	Vice President and Secretary

	CLOUD VIRTUAL, LLC
	DATANYZE, LLC
	DISCOVERORG ACQUISITION (KOMIKO), LLC
	DISCOVERORG ACQUISITION (TELLWISE), LLC
	DISCOVERORG ACQUISITION COMPANY LLC
	DISCOVERORG DATA, LLC
	NEVERBOUNCE, LLC
	RK MIDCO, LLC
	RKSI ACQUISITION CORPORATION ZEBRA ACQUISITION CORPORATION,
	each as a Guarantor

	By:	/s/ Anthony Stark
	Name:	Anthony Stark
	Title:	Vice President and Secretary

[DiscoverOrg – Signature page to Amendment No. 1]



	MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Revolving Credit Lender

	By:	/s/ Andrew Earls
	Name:	Andrew Earls
	Title:	Authorized Signatory

[DiscoverOrg – Signature page to Amendment No. 1]



	MORGAN STANLEY BANK, N.A., as the New Term Loan Lender

	By:	/s/ Andrew Earls
	Name:	Andrew Earls
	Title:	Authorized Signatory

[DiscoverOrg – Signature page to Amendment No. 1]



	ANTARES HOLDINGS LP, as a Revolving Credit Lender By: Antares Holdings GP Inc., its general partner

	By:	/s/ Mark Jarosz
	Name:	Mark Jarosz
	Title:	Its Duly Authorized Signatory

[DiscoverOrg – Signature page to Amendment No. 1]



	BARCLAYS BANK PLC, as a Revolving Credit Lender

	By:	/s/ Martin Corrigan
	Name:	Martin Corrigan
	Title:	Vice President

[DiscoverOrg – Signature page to Amendment No. 1]