Zeta Global Holdings Corp. 10-Q

Item 5. Other Information None. 39 Table of Contents Item 6. Exhibits The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith Furnished Herewith 3.1 Amended and Restated Certificate of Incorporation of Zeta Global Holdings Corp. 8-K 001-40464 3.1 6/15/2021 3.2 Amended and Restated Bylaws of Zeta Global Holdings Corp. 8-K 001-40464 3.2 6/15/2021 10.1 Letter Agreement, dated June 29, 2021, by and between Zeta Global Holdings Corp. and Jené Elzie 8-K 001-40464 10.1 6/29/2021 4.1 Specimen Stock Certificate evidencing the shares of Class A common stock. S-1/A 333-255499 4.1 5/7/2021 10.2 Form of Indemnification Agreement by and between the Registrant and Each of its Directors and Executive Officers. S-1/A 333-255499 10.2 5/7/2021 10.3# Zeta Global Holdings Corp. 2008 Stock Option/Stock Issuance Plan S-1/A 333-255499 10.3 5/7/2021 10.4# Form of restricted stock agreement under 2008 Stock Option/Stock Issuance Plan S-1/A 333-255499 10.4 5/7/2021 10.5# Form of option agreement under 2008 Stock Option/Stock Issuance Plan S-1/A 333-255499 10.5 5/7/2021 10.6# Zeta Global Holdings Corp. 2017 Equity Incentive Plan S-1/A 333-255499 10.6 5/7/2021 10.7# Form of restricted stock agreement under 2017 Equity Incentive Plan S-1/A 333-255499 10.7 5/7/2021 10.8# Form of restricted stock unit agreement under 2017 Equity Incentive Plan S-1/A 333-255499 10.8 5/7/2021 10.9# Form of stock option agreement under 2017 Equity Incentive Plan S-1/A 333-255499 10.9 5/7/2021 10.10# Zeta Global Holdings Corp. 2021 Incentive Award Plan S-1/A 333-255499 10.10 5/7/2021 10.11# Form of restricted stock agreement under 2021 Incentive Award Plan. S-1/A 333-255499 10.11 5/7/2021 10.12# Form of restricted stock unit agreement under 2021 Incentive Award Plan S-1/A 333-255499 10.12 5/7/2021 10.13# Form of stock option agreement under 2021 Incentive Award Plan S-1/A 333-255499 10.13 5/7/2021 10.14# Zeta Global Holdings Corp. 2021 Employee Stock Purchase Plan S-1/A 333-255499 10.14 5/7/2021 10.15# Form of amendment to restricted stock agreement under 2008 Stock Option/Stock Issuance Plan and 2017 Equity Incentive Plan for participants eligible to participate in Buy-Back Program S-1/A 333-255499 10.15 5/7/2021 10.16# Form of amendment to restricted stock unit agreement under 2017 Equity Incentive Plan for participants eligible to participate in Buy-Back Program S-1/A 333-255499 10.16 5/7/2021 10.17# Form of Employment Agreement by and between Zeta Global Holdings Corp. and David A. Steinberg S-1/A 333-255499 10.17 5/7/2021 10.18 Form of Exchange Agreement S-1/A 333-255499 10.18 5/7/2021 10.19# Form of Employment Agreement by and between Zeta Global Corp. and Steven Gerber S-1/A 333-255499 10.19 5/7/2021 10.20# Form of Employment Agreement by and between Zeta Global Corp. and Chris Greiner S-1/A 333-255499 10.20 5/7/2021 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL And contained in Exhibit 101) # Indicates a management contract or compensatory plan. * The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. 40 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Zeta Global Holdings Corp. Date: August 11, 2021 By: /s/ David A. Steinberg David A. Steinberg President, Chief Executive Officer and Chairperson (principal executive officer) Date: August 11, 2021 By: /s/ Christopher Greiner Christopher Greiner Chief Financial Officer (Principal financial officer) 41