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 NOTEPromissory Note • August 13th, 2003 • First Advantage Corp • Services-business services, nec • Florida
INDEMNIFICATION AGREEMENT (Delaware corporation)Indemnification Agreement • August 15th, 2005 • First Advantage Corp • Services-business services, nec • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of 2005, by and between First Advantage Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
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.
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 31st, 2024 • 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, Amendment No. 2, dated as of May 28, 2021, and Amendment No. 3, dated as of June 23, 2023, and as amended and restated by Amendment No. 4, dated as of October 31, 2024, this “Agreement”), among FASTBALL PARENT, INC., a Delaware corporation (“Holdings”), FIRST ADVANTAGE HOLDINGS, LLC, a Delaware corporation (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”).
NOTECredit Agreement • November 10th, 2005 • First Advantage Corp • 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 AGREEMENTClass C Lp Unit 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).
AGREEMENT AND PLAN OF MERGER by and among FIRST ADVANTAGE CORPORATION, STERLING CHECK CORP., and STARTER MERGER SUB, INC. dated as of February 28, 2024Merger Agreement • 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”).
GUARANTY OF PAYMENTGuaranty of Payment • May 6th, 2005 • First Advantage Corp • Services-business services, nec • Florida
THIS GUARANTY is made as of March 28, 2005, by AMERICAN DRIVING RECORDS, INC., a California corporation, BACKTRACK REPORTS, INC., a New York corporation, CIC ENTERPRISES, LLC, an Delaware limited liability company, COMPUNET CREDIT SERVICES, INC., an Arizona corporation, COREFACTS, LLC, a Virginia limited liability company, FIRST ADVANTAGE BACKGROUND SERVICES CORP., a Florida corporation, f/k/a Employee Health Programs, Inc., FIRST ADVANTAGE OCCUPATIONAL HEALTH SERVICES CORP., a Florida corporation, formerly know as HireCheck, Inc., FIRST ADVANTAGE CANADA, INC., a Canadian corporation, FIRST ADVANTAGE ENTERPRISE SCREENING CORPORATION, a Delaware corporation, FIRST ADVANTAGE PUBLIC RECORDS, LLC, a Delaware limited liability company, MULTIFAMILY COMMUNITY INSURANCE AGENCY, INC., a Maryland corporation, NATIONAL BACKGROUND DATA, LLC, a Delaware limited liability company, NATIONAL DATA REGISTRY, LLC, a Delaware limited liability company, OMEGA INSURANCE SERVICES, a Florida corporation, PROU
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, 2003Merger Agreement • April 4th, 2003 • First Advantage Corp • 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”).
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.”
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”).
PLAN OF MERGER OF STOCKHOLM TWO MERGER CORP. WITH AND INTO EMPLOYEE HEALTH PROGRAMS, INC.Merger Agreement • 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 Two Merger Corp., a Florida corporation (“Merger Sub”), and Employee Health Programs, 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.”
WAIVERWaiver • May 9th, 2024 • First Advantage Corp • Services-business services, nec
This waiver is entered into as of March 25, 2024, by and among First Advantage Corporation, a Delaware corporation (“Parent”), Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Sterling Check Corp., a Delaware corporation (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as of February 28, 2024 (the “Merger Agreement”), by and among Parent, the Company and Merger Sub. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
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...Employment Agreement • May 28th, 2021 • First Advantage Corp • Services-business services, nec • Georgia
SUBLEASE AGREEMENTSublease Agreement • September 16th, 2005 • First Advantage Corp • Services-business services, nec • California
All cleaning services shall be performed after Regular Business Hours except as otherwise specially requested by Tenant and except for exterior window washing.
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 30, 2011 Bret Jardine [ADDRESS] Dear Bret,Employment Agreement • May 10th, 2023 • First Advantage Corp • Services-business services, nec • Florida
As you are aware, pursuant to a Purchase Agreement, dated as of December 22, 2010 (the “Purchase Agreement”), Symphony Technology Group (“Symphony”) acquired certain indirect subsidiaries of CoreLogic (“CoreLogic”) including CoreLogic’s screening, human resources outsourcing, tax recovery and verification, and litigation support businesses (collectively, the “Company,” and the transaction hereinafter, the “Purchase”). We are excited about the future success of the Company, and we would like you to continue in your employment, subject to the terms and conditions of this Letter Agreement (this “Letter Agreement”).
March 1, 2017 Scott Staples [ADDRESS] Dear Scott,Employment 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.
LINKING LICENSE AGREEMENT This License Agreement is effective (“Effective Date”) the date accepted and executed by First American Real Estate Solutions, L.P., a Delaware limited partnership (“FARES”), and US Search.com Inc., a Delaware corporation...Linking License Agreement • May 10th, 2004 • First Advantage Corp • Services-business services, nec • California
As used in this Agreement, the following terms shall have the following meanings with such meanings to be equally applicable to both the singular and plural forms of the terms defined:
LOANED PERSONNEL AGREEMENTLoaned Personnel Agreement • September 16th, 2005 • First Advantage Corp • Services-business services, nec • Florida
This LOANED PERSONNEL AGREEMENT (this “Agreement”), effective as of September 14, 2005 (the “Effective Date”), by and between FIRST AMERICAN REAL ESTATE SOLUTIONS, LLC, a California limited liability company (“FARES”) and FIRST ADVANTAGE CIG LLC a Florida limited liability company (“FADCIG”). FARES and FADCIG are also referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Master Transfer Agreement (as defined below).
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”).
MASTER LICENSE AGREEMENTMaster License Agreement • July 31st, 2008 • First Advantage Corp • Services-business services, nec • Florida
This Master License Agreement is entered into between First American CoreLogic, Inc., a Delaware corporation (“FACL”) and First Advantage Credco, LLC, a Delaware limited liability company, DBA First American Credco (“Customer”) (collectively, the “Parties,” or individually, a “Party”). This Master License Agreement is effective upon execution by FACL (“Effective Date”).
