Thryv Holdings, Inc. Sample Contracts

DEX MEDIA, INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 15th, 2014 • Dex Media, Inc. • Services-advertising • Delaware
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2013, between Dex Media, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

DEX MEDIA, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 11th, 2013 • Dex Media, Inc. • Services-advertising • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc. a corporation organized in the State of Delaware, or its successor (the “Company”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2013, among DEX MEDIA, INC., R.H. DONNELLEY INC., as Borrower, The Lenders Party Hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent JPMORGAN...
Credit Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York

COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among THRYV HOLDINGS, INC. and THE OTHER PARTIES NAMED HEREIN Dated as of September [ ], 2020
Stockholders Agreement • September 18th, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September [ ], 2020 (the “Effective Date”), by and among (i) Thryv Holdings, Inc., a Delaware corporation (the “Company”), (ii) Mudrick Capital Management, L.P., a Delaware limited partnership (the “Mudrick Entity”), (iii) GoldenTree Asset Management LP, a Delaware limited partnership (the “GoldenTree Entity”), (iv) Paulson & Co. Inc., a Delaware corporation (the “Paulson Entity”), and (v) Cerberus Capital Management L.P., a Delaware limited partnership (the “Cerberus Entity”) and each of the other Affiliates (as defined below) of the foregoing that are signatories to this Agreement (each a “Stockholder” and collectively the “Stockholders”).

DEX MEDIA, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Dex Media, Inc. • September 11th, 2013 • Services-advertising • Texas
LOAN AGREEMENT Dated as of December 31, 2009, as amended and restated as of April 30, 2013 among SUPERMEDIA INC. (formerly known as IDEARC INC.), as Borrower, DEX MEDIA, INC., The Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A.,...
Loan Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York

COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated March 21, 2019, is entered into by and among Dex Media, Inc., a Delaware corporation (“Borrower”), Dex Media Holdings, Inc., a Delaware corporation (“Parent”), Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and the Lenders party hereto.

DEX MEDIA, INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY WARRANT AGREEMENT Dated as of August 15, 2016 Warrants to Purchase Common Stock, par value $0.01 per share
Stockholders Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware

THIS WARRANT AGREEMENT (this “Warrant Agreement”) dated as of August 15, 2016 (the “Effective Date”) among DEX MEDIA, INC., a Delaware corporation (herein called the “Company”), and COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company together with Computershare and each of their successors and permitted assigns under Section 6.09, the “Warrant Agent”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Stockholders Agreement.

SUPERMEDIA-DEX TAX SHARING AGREEMENT
Tax Sharing Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising

THIS SUPERMEDIA-DEX TAX SHARING AGREEMENT (the “Agreement”) is made and entered on April 30, 2013, by and between SUPERMEDIA INC., a Delaware corporation (“SuperMedia”) together with SUPERMEDIA SALES INC., a Delaware corporation, and SUPERMEDIA SERVICES INC., a Delaware corporation (collectively, the “SuperMedia Entities” and, individually, a “SuperMedia Entity”), DEX MEDIA, INC. a Delaware corporation (“Parent”),and DEX ONE SERVICE, INC., a Delaware corporation (“DOS”), (the SuperMedia Entities, Parent, DOS and any person who hereafter becomes a party to this Agreement, collectively the “Parties” and, individually, a “Party”).

DEX MEDIA, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (Time-Vested Award)
Non-Qualified Stock Option Agreement • September 11th, 2013 • Dex Media, Inc. • Services-advertising • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc. a corporation organized in the State of Delaware, or its successor (the “Company”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.

DEX MEDIA INC. EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 19th, 2014 • Dex Media, Inc. • Services-advertising • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc., a corporation organized in the State of Delaware, or its successor (the “Company ”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender ”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint book runners (in such capacit

PLEDGE AGREEMENT
Pledge Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware

THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2017, is by and between Yosemite Sellers’ Representative LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative referred to in the Acquisition Agreement hereinafter defined (the “Pledgor”) and Dex Media Holdings, Inc. (f/k/a Dex Media, Inc.), a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Acquisition Agreement referred to below.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • November 4th, 2014 • Dex Media, Inc. • Services-advertising • Texas

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is dated as of October 31, 2014 by and between Dex Media, Inc. (the “Company”), and Frank Gatto (the “Consultant”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 31, 2018, among DEX MEDIA, INC. as Borrower, The Lenders Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2018 (including all schedules and exhibits hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), DEX MEDIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for such lenders.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation ("Borrower"), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation ("Parent"), Wells Fargo Bank, National Association, as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent") and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.

AMENDED AND RESTATED SHARED SERVICES AGREEMENT
Shared Services Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York

This Amended and Restated Shared Services Agreement (together with all Schedules hereto, this “Agreement”) is made as of April 30, 2013 (the “Effective Date”), by and among Dex One Service, Inc., a Delaware corporation (successor by conversion to Dex One Service LLC, a Delaware limited liability company (formerly known as RHD Service LLC)) (“Servicer”), R.H. Donnelley Inc., a Delaware corporation (“RHD Inc”), Dex Media Service LLC, a Delaware limited liability company (“Dex Service”), Dex Media Holdings, Inc., a Delaware corporation (“DMHI”), Dex Media East, Inc., a Delaware corporation (“Dex East”), Dex Media West, Inc., a Delaware corporation (“Dex West”), Dex One Digital, Inc., a Delaware corporation (formerly known as Business.com, Inc.) (“Dex Digital”), Dex Media, Inc., a Delaware corporation (“DMI”), R.H. Donnelley Corporation, a Delaware corporation (“RHD Corp,” and together with RHD Inc, Dex Service, DMHI, Dex East, Dex West, Dex Digital and DMI, the “Dex Client Companies”), Su

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated January 31, 2019, is entered into by and among Dex Media, Inc., a Delaware corporation ("Borrower"), Dex Media Holdings, Inc., a Delaware corporation ("Parent"), Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent"), and the Lenders party hereto.

OFFICER’S CERTIFICATE November 17, 2016
Warrant Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising

This Officer’s Certificate is being delivered to you pursuant to Section 2.01 of the Warrant Agreement, dated as of August 15, 2016 (the “Warrant Agreement”), among Dex Media, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant Agreement.

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated August 20, 2019, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation ("Borrower"), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation ("Parent"), Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent"), and the Lenders party hereto.

SEVERANCE AGREEMENT AND RELEASE
Severance Agreement and Release • March 14th, 2014 • Dex Media, Inc. • Services-advertising • North Carolina

THIS SEVERANCE AGREEMENT AND RELEASE (this "Agreement") is made by and between Richard J. Hanna (hereinafter referred to as "Employee"),and Dex One Corporation (hereinafter, unless the context indicates to the contrary, is deemed to include its subsidiaries, affiliates, predecessors, successors and assigns, referred to as "Dex One"or the "Company").

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation (“Borrower”), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation (“Holdings”), and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 16th, 2015 • Dex Media, Inc. • Services-advertising • Texas

This Separation Agreement and Release (the “Agreement”) is entered as of the 14 day of November 2014 by and between Samuel D. Jones (“Executive”) and DEX MEDIA, INC. (the “Company”).

DEX MEDIA, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 26, 2016. between Dex Media, Inc., a Delaware corporation (the “Company”), and Joe Walsh (the “Employee”).

SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York

SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

STOCK OPTION AGREEMENT
Stock Option Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware

This letter agreement (the “Agreement”) sets forth the terms and conditions of the stock option granted to you on [______________] by Dex Media, Inc. (the “Company”), in accordance with the provisions of its 2016 Stock Incentive Plan (the “Plan”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 2nd, 2021 • Thryv Holdings, Inc. • Services-advertising • New York

NOW, THEREFORE, in consideration of the premises and mutual covenants, representations, warranties and agreements hereinafter set forth and intending to be legally bound, the Parties agree as follows:

SEVERANCE AGREEMENT AND RELEASE
Severance Agreement and Release • March 14th, 2014 • Dex Media, Inc. • Services-advertising • North Carolina

THIS SEVERANCE AGREEMENT AND RELEASE (this "Agreement") made by and between Sylvester J. Johnson (hereinafter referred to as "Employee"), and Dex One Corporation (hereinafter, unless the context indicates to the contrary, deemed to include its subsidiaries, affiliates, and predecessors referred to as "Dex One" or the "Company").

FORBEARANCE AGREEMENT
Forbearance Agreement • November 5th, 2015 • Dex Media, Inc. • Services-advertising • New York

THIS FORBEARANCE AGREEMENT, dated as of October 30, 2015 (this “Agreement”), is entered into by and among each lender under the Credit Agreements (as defined below) executing a counterpart hereof (the “Subject Lenders”), JPMorgan Chase Bank, N.A. as an Agent (as defined below) under the Dex East Credit Agreement, the Dex West Credit Agreement and the SuperMedia Credit Agreement (each as defined below) and Deutsche Bank Trust Company Americas, as an Agent under the RHDI Credit Agreement (as defined below), each in its capacity as an Agent, and Dex Media, Inc. (“Dex Media”), Dex Media East, Inc., Dex Media Holdings, Inc., Dex Media Service LLC, Dex Media West, Inc., Dex One Digital, Inc., Dex One Service, Inc., R.H. Donnelley Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, and SuperMedia Sales Inc. (collectively, the “Company” and each a “Company Party”). Unless otherwise defined herein, all terms used in this Agreement shall have the meaning

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2015 • Dex Media, Inc. • Services-advertising • New York

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 10, 2015 (this “Amendment”), to the Credit Agreement, dated as of June 6, 2008, as amended and restated as of January 29, 2010, and as further amended and restated as of April 30, 2013 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dex Media, Inc. (f/k/a Dex One Corporation), Dex Media Holdings, Inc., Dex Media West, Inc., as the Borrower (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.

Executive Leadership Employee Noncompetition Agreement
Leadership Employee Noncompetition Agreement • March 16th, 2015 • Dex Media, Inc. • Services-advertising • Texas

In consideration of my employment by Dex Media or any successor, affiliate, subsidiary, or Related Company (as defined below), I, [EMPLOYEE NAME], hereby acknowledge and agree as follows:

Contract
Award Plan Performance Award Agreement • May 5th, 2022 • Thryv Holdings, Inc. • Services-advertising • Delaware
FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • November 24th, 2015 • Dex Media, Inc. • Services-advertising • New York

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT dated as of November 23, 2015 (this “Amendment”), is entered into by and among each lender under the Credit Agreements executing a counterpart hereof (the “Subject Lenders”), JPMorgan Chase Bank, N.A. as an Agent under the Dex East Credit Agreement, the Dex West Credit Agreement and the SuperMedia Credit Agreement and Deutsche Bank Trust Company Americas, as an Agent under the RHDI Credit Agreement, each in its capacity as an Agent, and Dex Media, Inc., Dex Media East, Inc., Dex Media Holdings, Inc., Dex Media Service LLC, Dex Media West, Inc., Dex One Digital, Inc., Dex One Service, Inc., R.H. Donnelley Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, and SuperMedia Sales Inc. (collectively, the “Company” and each a “Company Party”). The Subject Lenders, the Agents, and the Company, are hereinafter referred to collectively as the “Parties.” Unless otherwise defined herein, all defined terms used

THRYV HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-EMPLOYEE DIRECTOR
2020 Incentive Award • September 18th, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware

This Stock Option Agreement (this “Agreement”), dated as of [________], 20201, sets forth the terms and conditions of the grant by Thryv Holdings, Inc., a Delaware corporation (the “Company”) to the Participant (as set forth below) of an option to purchase a number of shares of Stock (the “Shares”) as set forth below (the “Option”) pursuant to the Company’s 2020 Incentive Award Plan, as may be amended from time to time (the “Plan”). The Option is subject to all of the terms and conditions set forth in this Agreement as well as in the Plan (the terms of which are incorporated herein by reference). Unless otherwise defined herein, the terms defined in the Plan will have the same meanings in this Agreement.

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