HireRight GIS Group Holdings, LLC Sample Contracts

HireRight Holdings Corporation Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • October 20th, 2021 • HireRight Holdings Corp • Services-business services, nec • New York

As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 c/o Goldman Sachs & Co. LLC 200 West Street New York, N.Y. 10282

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 20th, 2021 • HireRight Holdings Corp • Services-business services, nec • Delaware

INDEMNIFICATION AGREEMENT, dated effective as of [_________] (this “Agreement”), by and between HireRight Holdings Corporation, a Delaware corporation (the “Company”), and [____________] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

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SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • November 8th, 2023 • HireRight Holdings Corp • Services-business services, nec • New York

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May 24, 2018 (the “Acquisition Agreement”), by and among Russell Acquisition LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Borrower (the “Buyer”), Russell Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Buyer (“Merger Sub”), Corporate Risk Holdings I, Inc., a Delaware corporation (the “Target”), and Intermediate Capital Group, Inc., a Delaware corporation, solely in its capacity as the representative of the stockholders and award holders named therein, the Borrower will indirectly acquire all of the equity interests of the Target, through the merger (the “Merger”) of Merger Sub with and into the Target, with the Target as the surviving entity, as described in the Acquisition Agreement;

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SECOND LIEN CREDIT AGREEMENT dated as of July 12, 2018 among GENUINE MID HOLDINGS LLC, as Holdings, GENUINE FINANCIAL HOLDINGS LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as the...
Second Lien Credit Agreement • October 6th, 2021 • HireRight GIS Group Holdings, LLC • Services-business services, nec

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May 24, 2018 (the “Acquisition Agreement”), by and among Russell Acquisition LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Borrower (the “Buyer”), Russell Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Buyer (“Merger Sub”), Corporate Risk Holdings I, Inc., a Delaware corporation (the “Target”), and Intermediate Capital Group, Inc., a Delaware corporation, solely in its capacity as the representative of the stockholders and award holders named therein, the Borrower will indirectly acquire all of the equity interests of the Target, through the merger (the “Merger”) of Merger Sub with and into the Target, with the Target as the surviving entity, as described in the Acquisition Agreement;

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EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2024 • HireRight Holdings Corp • Services-business services, nec

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 28, 2021, by and between HireRight Holdings Corporation, a Delaware corporation (the “Company”), and Brian W. Copple (the “Executive”).

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SUPPORT AGREEMENT
Support Agreement • February 16th, 2024 • HireRight Holdings Corp • Services-business services, nec • Delaware

This Support Agreement (this “Agreement”), dated as of February 15, 2024, is entered into by and among (i) HireRight Holdings Corporation, a Delaware corporation (the “Company”), (ii) General Atlantic Partners (Bermuda) HRG II, L.P., a Bermuda limited partnership, General Atlantic (HRG) Collections, L.P., a Delaware limited partnership, GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership, GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership, and GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership (collectively, the “Stockholders” and each, individually, a “Stockholder”), and (iii) Hearts Parent, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2023 • HireRight Holdings Corp • Services-business services, nec

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 28, 2021, by and between HireRight Holdings Corporation, a Delaware corporation (the “Company”), and Conal Thompson (the “Executive”).

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HireRight GIS Group Holdings LLC Equity Incentive Plan Award Agreement
Option Award Agreement • April 17th, 2024 • HireRight Holdings Corp • Services-business services, nec
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TAX RECEIVABLE AGREEMENT between HireRight Holdings Corporation, the TRA Parties and the TRA Party Representative Dated as of October 28th, 2021
Tax Receivable Agreement • November 2nd, 2021 • HireRight Holdings Corp • Services-business services, nec • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 28th, 2021, is hereby entered into by and among HireRight Holdings Corporation, a Delaware corporation (including any successor thereto, the “Corporation”), each of the undersigned parties and each other Person subsequently becoming party hereto from time to time (each, excluding the Corporation, a “TRA Party”, and together, the “TRA Parties”), and, solely for the specific purposes set forth herein, the TRA Party Representative.

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AGREEMENT AND PLAN OF MERGER by and among
Merger Agreement • February 16th, 2024 • HireRight Holdings Corp • Services-business services, nec • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 15, 2024 by and among Hearts Parent, LLC, a Delaware limited liability company (“Parent”), Hearts Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and HireRight Holdings Corporation, a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in ‎Article I.

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INTERIM INVESTORS’ AGREEMENT
Interim Investors' Agreement • March 21st, 2024 • HireRight Holdings Corp • Services-business services, nec • Delaware

This INTERIM INVESTORS’ AGREEMENT (this “Agreement”), dated as of February 15, 2024, is made and entered into by and among (i) General Atlantic Partners (Bermuda) HRG II, L.P., a Bermuda limited partnership, General Atlantic (HRG) Collections, L.P., a Delaware limited partnership, GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership, GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership and GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership (collectively, “General Atlantic”), (ii) Trident VII, L.P., a Cayman Islands exempted limited partnership, Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership, Trident VII DE Parallel Fund, L.P., a Delaware limited partnership, and Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership (collectively, “Trident” and, together with General Atlantic, collectively, the “Sponsors,” and each individually, a “Sponsor”), and (iii) Hearts Buyer Corporation, a Delawa

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HireRight GIS Group Holdings LLC Equity Incentive Plan Award Agreement
Option Award Agreement • October 20th, 2021 • HireRight Holdings Corp • Services-business services, nec
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Amendment to MOIC Options
Moic Options Amendment • May 13th, 2022 • HireRight Holdings Corp • Services-business services, nec

This Amendment to MOIC Options (this “Amendment”) is entered into as of March 19, 2022 by and between HireRight Holdings Corporation (the “Company”), successor to HireRight GIS Group Holdings, LLC (“HGGH”), and Tom Spaeth (“Optionee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 22nd, 2022 • HireRight Holdings Corp • Services-business services, nec • Delaware

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 28, 2021, by and between HireRight Holdings Corporation, a Delaware corporation (the “Company”), and Guy Abramo (the “Executive”).

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Amendment to MOIC Options
Moic Options Amendment • April 17th, 2024 • HireRight Holdings Corp • Services-business services, nec

This Amendment to MOIC Options (this “Amendment”) is entered into as of March 19, 2022 by and between HireRight Holdings Corporation (the “Company”), successor to HireRight GIS Group Holdings, LLC (“HGGH”), and Brian W. Copple (“Optionee”).

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Amendment to MOIC Options
Amendment to Moic Options • March 10th, 2023 • HireRight Holdings Corp • Services-business services, nec

This Amendment to MOIC Options (this “Amendment”) is entered into as of March 19, 2022 by and between HireRight Holdings Corporation (the “Company”), successor to HireRight GIS Group Holdings, LLC (“HGGH”), and Conal Thompson (“Optionee”).

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Amendment to MOIC Options
Moic Options • May 13th, 2022 • HireRight Holdings Corp • Services-business services, nec

This Amendment to MOIC Options (this “Amendment”) is entered into as of March 19, 2022 by and between HireRight Holdings Corporation (the “Company”), successor to HireRight GIS Group Holdings, LLC (“HGGH”), and Guy P. Abramo (“Optionee”).

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HireRight GIS Group Holdings LLC Equity Incentive Plan Award Agreement
Option Award Agreement • April 17th, 2024 • HireRight Holdings Corp • Services-business services, nec
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Amendment to MOIC Options
Moic Options Amendment • May 13th, 2022 • HireRight Holdings Corp • Services-business services, nec

This Amendment to MOIC Options (this “Amendment”) is entered into as of March 19, 2022 by and between HireRight Holdings Corporation (the “Company”), successor to HireRight GIS Group Holdings, LLC (“HGGH”), and Scott Collins (“Optionee”).

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HIRERIGHT HOLDINGS CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2021 • HireRight Holdings Corp • Services-business services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021 among HireRight Holdings Corporation, a Delaware corporation (the “Company”), General Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P., GA AIV 1-B Interholdco (GS), L.P. and GA AIV-1 A Interholdco (GS), L.P. and its Affiliates (as defined herein) (collectively, the “GA Stockholder”), Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P. (together with their Affiliates, collectively, the “Trident Stockholder”) and RJC GIS Holdings LLC and its Affiliates (the “Conrad Stockholder” and together with the Trident Stockholder and the GA Stockholder, the “Stockholders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 6th, 2021 • HireRight GIS Group Holdings, LLC • Services-business services, nec • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [_], 2021, by and among HireRight Holdings Corporation, a Delaware corporation (the “Company”), General Atlantic (HRG) Collections, L.P., a Delaware limited partnership (“GA HRG”), GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership (“GAPCO”), GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership (“GA AIV-1 B”), GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership (“GA AIV-1 A” and together with GA HRG, GAPCO, GA AIV-1 B and each of their affiliated investment entities, the “GA Stockholder”), Trident VII, L.P., a Cayman Islands exempted limited partnership (“Trident VII”), Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership (“Trident VII Parallel”), Trident VII DE Parallel Fund, L.P., a Delaware limited partnership (“Trident VII DE Parallel”) and Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership (“Trident VII Pr

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