AMENDMENT No. 2 TO THE STOCKHOLDERS AGREEMENT
EXHIBIT 10.12
AMENDMENT No. 2
This Amendment No. 2 to the Stockholders Agreement (“Stockholders Agreement”) dated December 13, 2002 by and among The First American Corporation, a California corporation, Pequot Private Equity Fund II, L.P. A Delaware limited partnership (“Pequot”) and First Advantage Corporation, a Delaware corporation (the “Company”) is hereby made effective on October 1, 2006.
WHEREAS, the Stockholders Agreement stipulates in Section 5.1 that the size of the Board of Directors shall be no more than 10 directors and was subsequently amended by Amendment #1 to the Stockholder’s Agreement dated March 31, 2006;
WHEREAS, Board of Directors (the “Board”) of the Company desires to expand the size of the Board to no more than 14 directors because it is in the best interest of the Company;
WHEREAS, Pequot believes that it is in the Company’s best interest to expand the size of the Board to no more than 14 directors;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties agree as follows:
Section 5.1 (a) which states in part:
“. . . ensure that the size of the board of directors of Parent, (the “Board”) shall be no more than 10 directors and . . . “
And which was previously revised by replacing 10 with 12 per Amendment #1shall hereby be revised to change the number of Directors from 12 to 14 and hereby state in the same part:
“. . ensure that the size of the board of directors of Parent, (the “Board”) shall be no more than 14 directors and . . . “
Notwithstanding the foregoing, all other provisions and terms of the Stockholders Agreement shall remain in force and effect to the extent of the original intent of the provisions and terms of the Stockholders Agreement.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement on and as of the date herein.
| The First American Corporation | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | Senior Vice President and General Counsel | |
| Date: | September 28, 2006 | |
| Pequot Private Equity Fund II, L.P. By: Pequot Capital Management, Inc. Its: Investment Manager | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Chief Financial Officer/ Pequot Ventures | |
| Date: | September 28, 2006 | |
| First Advantage Corporation | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President and General Counsel | |
| Date: | September 28, 2006 | |
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