RecitalsSecurity Agreement • August 13th, 2003 • First Advantage Corp • Services-business services, nec • Florida
RecitalsSecurity Agreement • August 13th, 2003 • First Advantage Corp • Services-business services, nec • Florida
ARTICLE ILoan Agreement • August 13th, 2003 • First Advantage Corp • Services-business services, nec • Florida
CREDIT AGREEMENT Dated as of September 28, 2005 among FIRST ADVANTAGE CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, WACHOVIA...Credit Agreement • November 10th, 2005 • First Advantage Corp • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 28, 2005, among FIRST ADVANTAGE CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 99.2 PROMISSORY NOTEFirst Advantage Corp • August 13th, 2003 • Services-business services, nec • Florida
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2024 • First Advantage Corp • Services-business services, nec • Delaware
This Indemnification Agreement is effective as of [●], 202 (this “Agreement”) and is between First Advantage Corporation, a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
] shares First Advantage Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • First Advantage Corp • Services-business services, nec • New York
Certain stockholders of First Advantage Corporation, a Delaware corporation (the “Company”), named in Schedule II attached hereto (the “Selling Stockholders”) propose to sell an aggregate of [ ] shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [ ] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the Underwriters.
FIRST LIEN CREDIT AGREEMENT dated as of January 31, 2020, among FASTBALL PARENT, INC., as Holdings, FASTBALL MERGERSUB, LLC (which on the Effective Date shall be merged with and into STG-FAIRWAY HOLDINGS, LLC, with STG- FAIRWAY HOLDINGS, LLC surviving...Credit Agreement • May 28th, 2021 • First Advantage Corp • Services-business services, nec • Delaware
FIRST LIEN CREDIT AGREEMENT, dated as of January 31, 2020 (this “Agreement”), among FASTBALL PARENT, INC., a Delaware corporation (“Holdings”), FASTBALL MERGERSUB, LLC, a Delaware limited liability company (“Merger Sub” and, prior to the consummation of the Merger, the “Borrower”) (which on the Effective Date shall be merged with and into STG-FAIRWAY HOLDINGS, LLC, a Delaware corporation, with STG-Fairway Holdings, LLC surviving such merger (the “Target” and, following the consummation of the Merger, the “Borrower”)), the LENDERS from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank.
•] shares First Advantage Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • First Advantage Corp • Services-business services, nec • New York
First Advantage Corporation, a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [•] shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Of the [•] shares of the Firm Stock, [•] are being sold by the Company and [•] are being sold by the Selling Stockholders. In addition, the Company and the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Unde
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT MANAGEMENT FORMChange in Control Agreement • October 9th, 2009 • First Advantage Corp • Services-business services, nec • California
This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is entered into as of the 1st day of October 2008 (this “Agreement”), by and between THE FIRST AMERICAN CORPORATION, a California corporation (the “Company”), and Anand Nallathambi (the “Executive”).
AMENDMENT NO. 1, dated as of February 1, 2021 (this “Amendment”), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among...First Lien Credit Agreement • May 28th, 2021 • First Advantage Corp • Services-business services, nec • New York
FIRST LIEN CREDIT AGREEMENT, dated as of January 31, 2020 (as amended by Amendment No. 1, dated as of February 1, 2021, this “Agreement”), among FASTBALL PARENT, INC., a Delaware corporation (“Holdings”), FASTBALL MERGERSUB, LLC, a Delaware limited liability company (“Merger Sub” and, prior to the consummation of the Merger, the “Borrower”) (which on the Effective Date shall be merged with and into STG-FAIRWAYFIRST ADVANTAGE HOLDINGS, LLC (f/k/a STG-Fairway Holdings, LLC), a Delaware corporation, with STG-FairwayFirst Advantage Holdings, LLC surviving such merger (the “Target” and, following the consummation of the Merger, the “Borrower”)), the LENDERS from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank.
NOTEFirst Advantage Corp • November 10th, 2005 • Services-business services, nec
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to SUNTRUST BANK or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of September 28, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, LaSalle Bank National Association, as Syndication Agent, Wachovia Bank, National Association and SunTrust Bank, as Co-Documentation Agents and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
EMPLOYMENT AGREEMENT (Anand Nallathambi)Employment Agreement • October 9th, 2009 • First Advantage Corp • Services-business services, nec • California
EMPLOYMENT AGREEMENT (the “Agreement”) dated August 10, 2009 by and between First Advantage Corporation (the “Company”) and Anand Nallathambi (the “Executive”).
FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENTUnit Grant Agreement • May 28th, 2021 • First Advantage Corp • Services-business services, nec • Delaware
THIS CLASS C LP UNIT GRANT AGREEMENT (this “Agreement”) is effective as of February 9, 2020 (the “Grant Date”) by and between Fastball Holdco, L.P., a Delaware limited partnership (the “Partnership”) and Scott Staples (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Partnership Agreement (as defined in Section 20 hereof).
PLAN OF MERGER OF STOCKHOLM THREE MERGER CORP. WITH AND INTO SUBSTANCE ABUSE MANAGEMENT, INC.Plan of Merger • April 24th, 2003 • First Advantage Corp • Services-business services, nec
This PLAN OF MERGER, dated as of , 2003, is entered into by and between Stockholm Three Merger Corp., a Florida corporation (“Merger Sub”), and Substance Abuse Management, Inc., a Florida corporation (the “Company”), in compliance with Section 607.1101 of the Florida 1989 Business Corporation Act (the “Florida Act”). The Company and Merger Sub are sometimes hereinafter referred to as the “Constituent Corporations.”
AGREEMENT AND PLAN OF MERGER by and among FIRST ADVANTAGE CORPORATION, STERLING CHECK CORP., and STARTER MERGER SUB, INC. dated as of February 28, 2024Agreement and Plan of Merger • March 1st, 2024 • First Advantage Corp • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 28, 2024, is by and among First Advantage Corporation, a Delaware corporation (“Parent”), Sterling Check Corp., a Delaware corporation (the “Company”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, the Company and Merger Sub are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of February 28, 2024Stockholders’ Agreement • March 1st, 2024 • First Advantage Corp • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED Stockholders’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of February 28, 2024 by and among First advantage corporation, a Delaware corporation (the “Company”), SLP Fastball Aggregator, L.P. and each of the stockholders of the Company listed in Exhibit A (such stockholders, together with SLP Fastball Aggregator, L.P., collectively, the “Stockholders” and each, a “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • March 1st, 2024 • First Advantage Corp • Services-business services, nec • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of February 28, 2024, is made by and among First Advantage Corporation, a Delaware corporation (“Parent”), Sterling Check Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Parent, the Company and the Stockholders are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
LOAN AGREEMENTLoan Agreement • May 10th, 2004 • First Advantage Corp • Services-business services, nec • Florida
THIS AGREEMENT is made as of the 18th day of March, 2004, by and between FIRST ADVANTAGE CORPORATION, doing business in Florida as FIRST ADVANTAGE HOLDING, INC. (the “Borrower”), a Delaware corporation, and BANK OF AMERICA, N.A. (the “Bank”).
US SEARCH.com Inc. Los Angeles, California 90066 April 1, 2003First Advantage Corp • April 4th, 2003 • Services-business services, nec
AMENDED AND RESTATED MASTER TRANSFER AGREEMENT among THE FIRST AMERICAN CORPORATION, FIRST AMERICAN REAL ESTATE INFORMATION SERVICES, INC., FIRST AMERICAN REAL ESTATE SOLUTIONS, LLC, FADV HOLDINGS LLC, and FIRST ADVANTAGE CORPORATIONMaster Transfer Agreement • November 10th, 2005 • First Advantage Corp • Services-business services, nec • New York
This AMENDED AND RESTATED MASTER TRANSFER AGREEMENT (as the same may be amended, modified and supplemented from time to time, this “Agreement”) is entered into as of June 20, 2005 by and among THE FIRST AMERICAN CORPORATION, a California corporation (“First American”); FIRST AMERICAN REAL ESTATE INFORMATION SERVICES, INC., a California corporation (“FAREISI”); FIRST AMERICAN REAL ESTATE SOLUTIONS, LLC, a California limited liability company (“FARES”); FADV HOLDINGS LLC, a Delaware limited liability company (“Newco”); and FIRST ADVANTAGE CORPORATION, a Delaware corporation (“FADV”; First American, FAREISI, FARES, Newco and First Advantage are each a “Party” and are collectively the “Parties”).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • March 11th, 2004 • First Advantage Corp • Services-business services, nec • California
This AMENDED AND RESTATED SERVICES AGREEMENT is entered into as of January 1, 2004 (this “Agreement”), between THE FIRST AMERICAN CORPORATION, a California corporation (“First American”), and FIRST ADVANTAGE CORPORATION, a Delaware corporation (the “Company”; First American and the Company are each referred to herein as a “Party” and collectively, as the “Parties”).
The following will set forth the terms and conditions of your employment with First Advantage Corporation (“Letter Agreement” and/or “Agreement”). 1. Position; Duties. (a) During your employment under this Letter Agreement, you will serve in a...General Release of All Claims • May 28th, 2021 • First Advantage Corp • Services-business services, nec • Georgia
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 7th, 2006 • First Advantage Corp • Services-business services, nec • Delaware
This Stock Option Award Agreement (this “Agreement”), dated [INSERT DATE OF GRANT], is made between FIRST ADVANTAGE CORPORATION, a Delaware corporation (the “Company”), and [INSERT NAME OF OPTIONEE] (the “Optionee”). All capitalized terms used herein that are not defined herein shall have the respective meanings given to such terms in the First Advantage Corporation 2003 Incentive Compensation Plan (the “Plan”).
March 1, 2017 Scott Staples [ADDRESS] Dear Scott,Invention Assignment Agreement • May 28th, 2021 • First Advantage Corp • Services-business services, nec • Georgia
The board of (the “Board”) of First Advantage Corporation (the “Employer”) is pleased to offer you employment with First Advantage, subject to the terms and conditions of this Letter Agreement (this “Letter Agreement”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 6th, 2005 • First Advantage Corp • Services-business services, nec • Florida
THIS AGREEMENT is made as of the 28th day of March, 2005, by each of the undersigned (collectively, the “Pledgors”), whose address is c/o First Advantage Corporation, One Progress Plaza, Suite 2400, St. Petersburg, Florida 33702, and BANK OF AMERICA, N.A. (the “Bank”), whose address is 9000 Southside Blvd., Building 100, Jacksonville, Florida 32256.
US SEARCH.COM INC. FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001Agreement and Plan of Merger • May 6th, 2003 • First Advantage Corp • Services-business services, nec • California
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this “Amendment”) is entered into as of January 3, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation, and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”).
US SEARCH.COM INC. THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001Agreement and Plan of Merger • May 6th, 2003 • First Advantage Corp • Services-business services, nec • California
THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this “Amendment”) is entered into as of April 30, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation (“PRSI”), and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2021 • First Advantage Corp • Services-business services, nec
This Amendment (“Amendment”) is made as of May 19, 2016 (the “Effective Date”) by and between First Advantage Corporation (“Company”) and Joe Jaeger (“Employee”).
August 14, 2015 Mr. Joe Jaeger [ADDRESS] Dear Joe:First Advantage Corp • May 28th, 2021 • Services-business services, nec • Georgia
The following will set forth the terms and conditions of your employment with First Advantage Corporation (“Employment Agreement” and/or “Agreement”).
US SEARCH.COM INC. SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001Agreement and Plan of Merger • May 6th, 2003 • First Advantage Corp • Services-business services, nec • California
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this “Amendment”) is entered into as of January 21, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation (“PRSI”), and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”).
First Advantage Corporation RESTRICTED STOCK GRANT AND AGREEMENT (Replacement Award for Fastball Holdco, L.P. Units)Restricted Stock Grant and Agreement • August 12th, 2021 • First Advantage Corp • Services-business services, nec • Georgia
This Restricted Stock Grant and Agreement (this “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto, by and between First Advantage Corporation, a Delaware corporation (together with its successors and assigns, the “Company”) and the participant identified on the Signature Page (“Participant”).
FASTBALL HOLDCO, L.P. OPTION GRANT AGREEMENT (CLASS B LP UNITS)Option Grant Agreement • June 25th, 2021 • First Advantage Corp • Services-business services, nec • Delaware
THIS OPTION GRANT AGREEMENT (CLASS B LP UNITS) (this “Agreement”) is effective as of February 7, 2020 (the “Grant Date”) by and among Fastball Holdco, L.P., a Delaware limited partnership (the “Partnership”), [•] (“Optionee”) and solely for purposes of Section 19, [•] (the “Service Recipient”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Partnership Agreement (as defined in Section 22 hereof).
REIMBURSEMENT AGREEMENTReimbursement Agreement • March 16th, 2006 • First Advantage Corp • Services-business services, nec • California
This REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of October 11, 2005 by and between THE FIRST AMERICAN CORPORATION, a California corporation (“First American”), and FIRST ADVANTAGE CORPORATION, a Delaware corporation (“First Advantage”).
GUARANTY OF PAYMENTFirst Advantage Corp • November 5th, 2004 • Services-business services, nec • Florida
THIS GUARANTY is made as of September 7, 2004, by AGENCY RECORDS, INC., a Connecticut corporation, AMERICAN DRIVING RECORDS, INC., a California corporation, BACKGROUND INFORMATION SYSTEMS, INC., a Texas corporation, CIC ENTERPRISES, LLC, an Delaware limited liability company, COREFACTS, LLC, a Virginia limited liability company, EMPLOYEE HEALTH PROGRAMS, INC., a Florida corporation, HIRECHECK, INC., a Florida corporation, INFOCHECK, LTD., a Canadian limited partnership, LANDLORD PROTECT, INC., a New Jersey corporation, MVRS, INC., a Louisiana corporation, OMEGA INSURANCE SERVICES, a Florida corporation, PROUDFOOT REPORTS, INC., a New York corporation, REALEUM, INC., a Delaware corporation, SAFERENT, INC., a Delaware corporation, SECONDA LLC, a California limited liability company, UD REGISTRY, INC., a California corporation and US SEARCH.COM, INC., a Delaware corporation (collectively, the “Guarantors”) in favor of BANK OF AMERICA, N.A. (the “Bank”).