Common use of Consent Rights Clause in Contracts

Consent Rights. For so long as the Silver Lake Transferee Group and their Affiliates collectively beneficially own a number of shares of Common Stock equal to at least 25% of the outstanding shares of Common Stock immediately following the IPO, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Group: (a) entering into or effecting a Change in Control; (b) entering into, or materially amending, any agreement providing for the acquisition or divestiture of assets or Equity Securities of any Person, in each case providing for aggregate consideration in excess of $100 million; (c) entering into, or materially amending, any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 million; (d) issuing, or materially amending the terms of, Equity Securities, other than issuances made under or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority of the Common Stock of the Company; (e) incurring indebtedness for borrowed money (including through capital leases, incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million or materially amending the terms thereof, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof); provided, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) increasing or reducing the size of the Board of the Company; (g) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiaries; (h) terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; and (i) making any material change in the nature of the business conducted by the Company or its Subsidiaries.

Consent Rights. (a) For so long as the Silver Lake Transferee Group and their Affiliates KKR Entities collectively beneficially own a number of shares of Common Stock equal to at least 25% of the outstanding shares of Common Stock immediately following the IPOStock, the following actions by the Company or any of its Subsidiaries shall require the approvalapproval of each KKR Designee, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Group:): (ai) entering into or effecting a Change in Control; (bii) entering into, or materially amending, into any agreement providing for the acquisition or divestiture of assets or Equity Securities equity security of any Person, in each case providing for aggregate consideration in excess of $100 25 million; (ciii) entering into, or materially amending, into any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 25 million; (div) issuinginitiating a voluntary liquidation, dissolution, receivership, bankruptcy or materially amending other insolvency proceeding involving the terms of, Equity Securities, other than issuances made under Company or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority any Subsidiary of the Common Stock Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the CompanyExchange Act; (ev) incurring any material change in the nature of the business of the Company or any Subsidiary, taken as a whole; (vi) any redemption, acquisition or other purchase of any shares of Common Stock (a “Repurchase”) other than Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or any Subsidiary; (vii) any payment or declaration of any dividend or other distribution on any shares of Common Stock or entering into any recapitalization transaction the primary purpose of which is to pay a dividend; (viii) the incurrence of indebtedness for borrowed money (including through capital leases, incurrence of loans, the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million or materially amending the terms thereof50 million, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof); provided, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) increasing or reducing the size of the Board of the Company; (g) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiaries; (hix) terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; (x) increasing or decreasing the size of the Board; (xi) amending or waiving any provision of the equity and/or employment agreements, contracts, awards and/or other arrangements between the Company, and/or any Subsidiary on the one hand, and executive officers of the Company and/or any Subsidiary, on the other hand, as in effect on the date hereof, provided that the foregoing clause shall not apply in respect of any amendment or waiver insofar as it relates to the voting or disposition of Common Stock or securities that are or could become convertible into, or exercisable or exchangeable for, Common Stock. (xii) any transaction with or involving any Affiliate of the Company or any Affiliate of any stockholder of the Company that beneficially owns in excess of ten percent (10%) of the voting power of the Company (in each case, other than any KKR Entity), other than any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and in an amount less than $5 million; and (ixiii) making settlement of any material change in litigation to which the nature of Company or any Subsidiary is a party involving the business conducted payment by the Company or its Subsidiariesany Subsidiary of an amount equal to or greater than $15 million.

Consent Rights. For so long as the Silver Lake Transferee Group and their Affiliates collectively beneficially own a number The Company shall not take any of shares of Common Stock equal to at least 25% of the outstanding shares of Common Stock immediately following the IPO, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Groupwithout prior Requisite Investor Approval: (a) entering into Any transactions or effecting series of related transactions (i) in which any Person or Persons (other than Crestview) acquires in excess of 50% of the then outstanding shares of any class of capital stock (or equivalent) of the Company (whether by merger, consolidation, sale or transfer of partnership interests, tender offer, exchange offer, reorganization, recapitalization or otherwise) or (ii) following which any Person or Persons (other than Crestview) have the direct or indirect power to elect a Change in Controlmajority of the members of the Board; (b) entering intoAny transaction or series of related transactions involving the sale, lease, exchange or materially amending, any agreement providing for other disposal by the acquisition or divestiture of assets or Equity Securities Company of any Person, in each case providing of its assets for aggregate consideration in excess of $100 million; (c) entering into, or materially amending, any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 30.0 million; (c) Any transaction or series of related transactions involving the purchase, rent, license, exchange or other acquisition by the Company of any assets (including securities) for consideration having a fair market value (as reasonably determined by the Board) in excess of $30.0 million; (d) issuing, The hiring or materially amending the terms of, Equity Securities, other than issuances made under or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority termination of the Common Stock Chief Executive Officer of the Company; (e) incurring indebtedness for borrowed money (including through capital leases, A) Any incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in an aggregate principal amount by the Company in excess of $100 million or materially amending the terms thereof25.0 million, other than (x) the incurrence of trade payables arising indebtedness under a revolving credit facility in existence on the ordinary course date of business this Agreement or the refinancing of such existing revolving credit facility in an aggregate amount not in excess of the borrowing capacity under such facility on the date of this Agreement, or (B) the making of any loan, advance or capital contribution to any Person by the Company in excess of $25.0 million, provided, that prior Requisite Investor Approval shall be required for any loan, advance or capital contribution by the Company to any Director, officer of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof); provided, that the initial entry into the revolving credit facility and any increase other individual in borrowing capacity thereunder shall be subject to approval as set forth in this Sectionexcess of $1.0 million; (f) increasing Any authorization or reducing the size issuance of Equity Securities of the Board of the CompanyCompany or its direct or indirect Subsidiaries other than pursuant to any equity incentive plans that have been approved by “Requisite Investor Approval”; (g) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving Any amendment of the Company or any of its significant subsidiaries;Charter; or (h) terminating Any increase or decrease in the employment size of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; and (i) making any material change in the nature of the business conducted by the Company or its SubsidiariesBoard.

Consent Rights. For so long as the Silver Lake Apax Transferee Group and their Affiliates collectively beneficially own a number of shares of Common Stock equal to at least 25% of the outstanding shares of Common Stock immediately following the IPO, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Apax Transferee Group: (a) entering into or effecting a Change in Control; (b) entering into, or materially amending, any agreement providing for the acquisition or divestiture of assets or Equity Securities of any Person, in each case providing for aggregate consideration in excess of $100 50 million; (c) entering into, or materially amending, any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 50 million; (d) issuing, or materially amending the terms of, Equity Securities, other than issuances made under or pursuant to the First Advantage Corporation Candela Medical, Inc. 2021 Omnibus Equity Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority of the Common Stock of the Company; (e) incurring indebtedness for borrowed money (including through capital leases, incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 50 million or materially amending the terms thereof, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof); provided, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) approving the Company’s annual budget and business plan and any amendment, modification or supplement to, or deviation from or replacement of, the Company’s annual budget and business plan; (g) increasing or reducing the size of the Board of the Company; (gh) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiaries; (hi) terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; and (ij) making any material change in the nature of the business conducted by the Company or its Subsidiaries.

Consent Rights. For so as long as the Silver Lake Transferee Group and their Affiliates collectively beneficially own a number of shares of Common Stock equal Designated Stockholder is entitled to designate or nominate at least 25% one (1) Investor Director pursuant to Section 2.1(a)(i) or 2.1(a)(ii), in addition to any vote or consent of the outstanding shares stockholders of Common Stock immediately following the IPOCompany required by Law, NASDAQ rules, the Restated Certificate or the Bylaws, the consent in writing of the Designated Stockholder shall be necessary for authorizing, effecting or validating the following actions by the Company: (a) the incurrence of additional Indebtedness by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Group: (a) entering into or effecting a Change in Control; (b) entering into, or materially amending, any agreement providing for the acquisition or divestiture of assets or Equity Securities of any Person, in each case providing for aggregate consideration in excess of $100 million; (c) entering into, or materially amending, any joint venture or similar business alliance having a fair market value an amount equal to 2 times EBITDA as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 million; (d) issuing, or materially amending the terms of, Equity Securities, other than issuances made under or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority of the Common Stock of the Company; (e) incurring indebtedness for borrowed money (including through capital leases, incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million or materially amending the terms thereof, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof)incurrence; provided, however, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) increasing or reducing the size of the Board of the Company; (g) initiating any liquidationconnection with an Acquisition that is an Approved Transaction, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiariesSubsidiaries may incur Indebtedness of up to 3 times EBITDA as of the consummation of such Acquisition that is an Approved Transaction; and provided, further, that notwithstanding the foregoing, the Company may incur (i) Indebtedness to refinance, replace or restructure existing Indebtedness in an amount not in excess of the principal, plus premium, if any, and accrued interest on such existing Indebtedness and (ii) up to $25,000,000 in Indebtedness, in the aggregate, for corporate purposes (provided that the Indebtedness incurred pursuant to the foregoing clause (ii) will be included in the calculations of this clause (a)); (hb) terminating the employment any Acquisition, Divestiture, recapitalization, reclassification of the Chief Executive Officer securities of, or reorganization of the Company or hiring any of its Subsidiaries, if such Acquisition, Divestiture, recapitalization, reclassification, or reorganization, after giving effect to such transaction or series of related transactions, would result in the greater of (i) a new Chief Executive Officer Pro Forma Debt and Preferred Stock Ratio in excess of 5:1 and (ii) a Pro Forma Debt and Preferred Stock Ratio that is in excess of 5:1 and is greater than the Pro Forma Debt and Preferred Stock Ratio immediately prior to such transaction or series of related transactions; provided that such consent shall not apply in the event that in connection with such transaction or transactions, the Company is required to make a “Change in Control Offer,” as defined in Section 7(a) of the Certificate of Designation; (c) unless the Board determines, after consultation with outside counsel, that an action is reasonably required in order for the Board to comply with its fiduciary duties under applicable Law taking into account, to the extent required, the Company’s creditors (including the holders of Preferred Stock), (A) any voluntary filing, or voluntary consent by answer or otherwise to the filing against the Company or any of its Subsidiaries of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar Law of any jurisdiction, (B) any assignment for the benefit of the creditors of the Company or any of its Subsidiaries, (C) any consent to the appointment of a custodian, receiver, trustee or liquidator with similar powers with respect to it or with respect to any substantial part of its property, or (D) any corporate action for the purpose of any of the foregoing; (d) enter into any direct or indirect transaction or series of related transactions in excess of $100,000 other than on arms-length terms by the Company or any of its Subsidiaries with an Affiliate of the Company or a family member or an Affiliate thereof or any entity in which an Affiliate has an interest as a director, officer, or greater than 5% stockholder (including without limitation, the purchase, sale, lease or exchange of any property, or rendering of any service or modification or amendment of any existing agreement or arrangement), but excluding transactions that (i) are available to the employees or stockholders generally, (ii) involve employee benefit plans, executive compensation, director compensation, indemnification agreements, or similar transactions, (iii) reimbursement and advancement of business expenses, relocation expenses and similar expenses incurred by directors or employees in the ordinary course of business, and (iv) the reimbursement of expenses and similar payments pursuant to agreements or arrangements with employees to the extent disclosed in the Company’s proxy statement on Schedule 14A filed on May 24, 2005 (including renewals and extensions thereof on substantially similar terms as adjusted for inflation); (e) any (A) declaration, setting side or payment of any dividends on, or making any other distributions (whether in cash, securities or other property) in respect of, any Junior Securities or (B) repurchase, redemption or other acquisition of any Junior Securities, except that clauses (A) and (B) shall not apply until the sum of such declarations, settings aside, payments, repurchases, redemptions or acquisitions, since the date hereof, equals at least $10 million (the “Junior Securities Basket”); provided that clause (A) and the Junior Securities Basket shall not apply to a dividend of solely Common Stock or Junior Securities of the Company; provided, further, that clause (B) and the Junior Securities Basket shall not apply to (i) repurchases of the Company’s Common Stock pursuant to any publicly announced share repurchase program approved by the Board, in the aggregate, of up to $20 million, (ii) repurchases of the Company’s Common Stock pursuant to any Approved Stock Plan and (iii) the issuance of rights pursuant to a shareholder rights plan adopted by the Board (provided that any Common Stock issuable upon conversion of the Series B Preferred Stock would be entitled to such rights) or the redemption of rights issued pursuant to such a shareholder rights plan; (f) unless the Board determines, after consultation with outside counsel, that an action is reasonably required in order for the Board to comply with its fiduciary duties under applicable Law, taking into account, to the extent required, the Company’s creditors (including the holders of Preferred Stock), any dissolution, liquidation or winding-up of the Company; and (ig) making any material change in authorization of, entering into an agreement for, or the nature commitment to agree to take any of, any of the business conducted by foregoing actions. Notwithstanding the Company or its Subsidiariesforegoing, the rights of the Designated Stockholder in this Section 2.3 shall be subject to applicable NASDAQ rules to the extent required such that the Common Stock shall continue to be listed on NASDAQ.

Consent Rights. For so as long as the Silver Lake Transferee Group and their Affiliates collectively beneficially own a number of shares of Common Stock equal Designated Stockholder is entitled to designate or nominate at least 25% one (1) Investor Director pursuant to Section 2.1(a)(i) or 2.1(a)(ii), in addition to any vote or consent of the outstanding shares stockholders of Common Stock immediately following the IPOCompany required by Law, NASDAQ rules, the Restated Certificate or the Bylaws, the consent in writing of the Designated Stockholder shall be necessary for authorizing, effecting or validating the following actions by the Company: (a) the incurrence of additional Indebtedness by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Group: (a) entering into or effecting a Change in Control; (b) entering into, or materially amending, any agreement providing for the acquisition or divestiture of assets or Equity Securities of any Person, in each case providing for aggregate consideration in excess of $100 million; (c) entering into, or materially amending, any joint venture or similar business alliance having a fair market value an amount equal to 2 times EBITDA as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 million; (d) issuing, or materially amending the terms of, Equity Securities, other than issuances made under or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority of the Common Stock of the Company; (e) incurring indebtedness for borrowed money (including through capital leases, incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million or materially amending the terms thereof, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof)incurrence; provided, however, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) increasing or reducing the size of the Board of the Company; (g) initiating any liquidationconnection with an Acquisition that is an Approved Transaction, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiariesSubsidiaries may incur Indebtedness of up to 3 times EBITDA as of the consummation of such Acquisition that is an Approved Transaction; and provided, further, that notwithstanding the foregoing, the Company may incur (i) Indebtedness to refinance, replace or restructure existing Indebtedness in an amount not in excess of the principal, plus premium, if any, and accrued interest on such existing Indebtedness and (ii) up to $25,000,000 in Indebtedness, in the aggregate, for corporate purposes (provided that the Indebtedness incurred pursuant to the foregoing clause (ii) will be included in the calculations of this clause (a)); (hb) terminating the employment any Acquisition, Divestiture, recapitalization, reclassification of the Chief Executive Officer securities of, or reorganization of the Company or hiring any of its Subsidiaries, if such Acquisition, Divestiture, recapitalization, reclassification, or reorganization, after giving effect to such transaction or series of related transactions, would result in the greater of (i) a new Chief Executive Officer Pro Forma Debt and Preferred Stock Ratio in excess of 5:1 and (ii) a Pro Forma Debt and Preferred Stock Ratio that is in excess of 5:1 and is greater than the Pro Forma Debt and Preferred Stock Ratio immediately prior to such transaction or series of related transactions; provided that such consent shall not apply in the event that in connection with such transaction or transactions, the Company is required to make a “Change in Control Offer,” as defined in Section 7(a) of the Certificate of Designation; (c) unless the Board determines, after consultation with outside counsel, that an action is reasonably required in order for the Board to comply with its fiduciary duties under applicable Law taking into account, to the extent required, the Company’s creditors (including the holders of Preferred Stock), (A) any voluntary filing, or voluntary consent by answer or otherwise to the filing against the Company or any of its Subsidiaries of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar Law of any jurisdiction, (B) any assignment for the benefit of the creditors of the Company or any of its Subsidiaries, (C) any consent to the appointment of a custodian, receiver, trustee or liquidator with similar powers with respect to it or with respect to any substantial part of its property, or (D) any corporate action for the purpose of any of the foregoing; (d) enter into any direct or indirect transaction or series of related transactions in excess of $100,000 other than on arms-length terms by the Company or any of its Subsidiaries with an Affiliate of the Company or a family member or an Affiliate thereof or any entity in which an Affiliate has an interest as a director, officer, or greater than 5% stockholder (including without limitation, the purchase, sale, lease or exchange of any property, or rendering of any service or modification or amendment of any existing agreement or arrangement), but excluding transactions that (i) are available to the employees or stockholders generally, (ii) involve employee benefit plans, executive compensation, director compensation, indemnification agreements, or similar transactions, (iii) reimbursement and advancement of business expenses, relocation expenses and similar expenses incurred by directors or employees in the ordinary course of business, and (iv) the reimbursement of expenses and similar payments pursuant to agreements or arrangements with employees to the extent disclosed in the Company’s proxy statement on Schedule 14A filed on May 24, 2005 (including renewals and extensions thereof on substantially similar terms); (e) any (A) declaration, setting side or payment of any dividends on, or making any other distributions (whether in cash, securities or other property) in respect of, any Junior Securities or (B) repurchase, redemption or other acquisition of any Junior Securities, except that clauses (A) and (B) shall not apply until the sum of such declarations, settings aside, payments, repurchases, redemptions or acquisitions, since the date hereof, equals at least $10 million (the “Junior Securities Basket”); provided that clause (A) and the Junior Securities Basket shall not apply to a dividend of solely Common Stock or Junior Securities of the Company; provided, further, that clause (B) and the Junior Securities Basket shall not apply to (i) repurchases of the Company’s Common Stock pursuant to any publicly announced share repurchase program approved by the Board, in the aggregate, of up to $20 million, (ii) repurchases of the Company’s Common Stock pursuant to any Approved Stock Plan and (iii) the issuance of rights pursuant to a shareholder rights plan adopted by the Board (provided that any Common Stock issuable upon conversion of the Series B Preferred Stock would be entitled to such rights) or the redemption of rights issued pursuant to such a shareholder rights plan; (f) unless the Board determines, after consultation with outside counsel, that an action is reasonably required in order for the Board to comply with its fiduciary duties under applicable Law, taking into account, to the extent required, the Company’s creditors (including the holders of Preferred Stock), any dissolution, liquidation or winding-up of the Company; and (ig) making any material change in authorization of, entering into an agreement for, or the nature commitment to agree to take any of, any of the business conducted by foregoing actions. Notwithstanding the Company or its Subsidiariesforegoing, the rights of the Designated Stockholder in this Section 2.3 shall be subject to applicable NASDAQ rules to the extent required such that the Common Stock shall continue to be listed on NASDAQ.

Consent Rights. (a) For so long as the Silver Lake Transferee Group and their Affiliates Principal Stockholder Entities collectively beneficially own a number of shares of Common Stock equal to at least 25% of the outstanding shares of Common Stock immediately following the IPOStock, the following actions by the Company or any of its Subsidiaries shall require the approvalapproval of each Principal Stockholder Designee, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Group:): (ai) entering into or effecting a Change in Control; (bii) entering into, or materially amending, into any agreement providing for the acquisition or divestiture of assets or Equity Securities equity security of any Person, in each case providing for aggregate consideration in excess of $100 50 million; (ciii) entering into, or materially amending, into any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 50 million; (div) issuinginitiating a voluntary liquidation, dissolution, receivership, bankruptcy or materially amending other insolvency proceeding involving the terms of, Equity Securities, other than issuances made under Company or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority any Subsidiary of the Common Stock Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the CompanyExchange Act; (ev) incurring any material change in the nature of the business of the Company or any Subsidiary, taken as a whole; (vi) any redemption, acquisition or other purchase of any shares of Common Stock (a “Repurchase”) other than Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or any Subsidiary; (vii) any payment or declaration of any dividend or other distribution on any shares of Common Stock or entering into any recapitalization transaction the primary purpose of which is to pay a dividend; (viii) the incurrence of indebtedness for borrowed money (including through capital leases, incurrence of loans, the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million or materially amending the terms thereof50 million, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility variable funding notes (or amendments, extensions, or replacements thereof); provided, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) increasing or reducing the size of the Board of the Company; (g) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiaries; (hix) terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; (x) increasing or decreasing the size of the Board; and (ixi) making any material change in the nature transaction with or involving any Affiliate of the business conducted by the Company or its Subsidiariesany Affiliate of any stockholder of the Company that beneficially owns in excess of ten percent (10%) of the voting power of the Company (in each case, other than any Principal Stockholder Entity), other than any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and in an amount less than $5 million.