First Advantage Corporation Suite 200 Atlanta, Georgia 30328 Broad Street Principal Investments, L.L.C. Checkers Control Partnership, L.P. Broad Street Control Advisors, L.L.C.
Exhibit 10.1
October 31, 2024
First Advantage Corporation
0 Xxxxxxxxx Xxxxxxx XX
Suite 200
Atlanta, Georgia 30328
Broad Street Principal Investments, L.L.C.
Checkers Control Partnership, L.P.
Broad Street Control Advisors, L.L.C.
000 Xxxx Xxxxxx
New York, New York 10282
Re: Termination of Stockholders’ Agreement
Ladies and Gentlemen:
Reference is made to that certain Stockholders’ Agreement, dated as of February 28, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”), by and among First Advantage Corporation, a Delaware corporation, Broad Street Principal Investments, L.L.C., a Delaware limited liability company, Checkers Control Partnership, L.P., a Delaware limited partnership, and Broad Street Control Advisors, L.L.C., a Delaware limited liability company, and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
The undersigned acknowledge and agree that, as of the Effective Time (as defined in the Merger Agreement), no Holder owns any Equity Securities or Registrable Securities. Accordingly, the undersigned hereby terminate, in accordance with Section 4.9 of the Agreement and effective as of the Effective Time, the Agreement and any rights or obligations of any party thereunder that would purport to survive the termination thereof.
Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.10, 4.13 and 4.16 of the Agreement are incorporated by reference herein, mutatis mutandis.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this letter agreement as of the date hereof.
FIRST ADVANTAGE CORPORATION
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Chief Legal Officer & Corporate
Secretary
[Stockholders’ Agreement Termination Letter]
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
CHECKERS CONTROL PARTNERSHIP, L.P.
By: Broad Street Control Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
BROAD STREET CONTROL ADVISORS, L.L.C.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
[Stockholders’ Agreement Termination Letter]
BRIDGE STREET 2015, L.P.
By: Broad Street Control Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
STONE STREET 2015, L.P.
By: Broad Street Control Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
MBD 2015, L.P.
By: Broad Street Control Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
[Stockholders’ Agreement Termination Letter]
2015 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
By: Broad Street Control Advisors, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
GS FUND HOLDINGS, L.L.C.
By: The Xxxxxxx Xxxxx Group, Inc., as Manager
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Attorney-in-Fact
[Stockholders’ Agreement Termination Letter]
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Authorized signatory
By: /s/ Xxxx-Xxxxxxxx Xxxxxxxx
Name: Xxxx-Xxxxxxxx Xxxxxxxx
Title: Authorized signatory
[Stockholders’ Agreement Termination Letter]
