Sterling Check Corp. Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 13th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • New York
Sterling Check Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of common stock, par value $0.01 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares of Stock and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pu
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG STERLING CHECK CORP., THE FOUNDER STOCKHOLDERS, THE GS STOCKHOLDERS AND THE OTHER STOCKHOLDERS PARTY HERETO DATED: [____] [__], 2021Stockholders Agreement • September 13th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is entered into as of [_____] [__], 2021, by and among Sterling Check Corp. (formerly known as Sterling Ultimate Parent Corp.), a Delaware corporation, William Greenblatt, an individual (“Founder”), the other stockholders of the Company identified on the signature pages hereto as “Founder Stockholders” (collectively with Founder, the “Founder Stockholders”), Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“GS”), Checkers Control Partnership, L.P., a Delaware limited partnership (“GS Single Asset Fund” and collectively with GS and the other stockholders of the Company identified on the signature pages hereto as “GS Stockholders”, the “GS Stockholders”), and the other stockholders of the Company identified on the signature pages hereto. Founder, together with the Founder Stockholders, the GS Stockholders and the other stockholders of the Company identified on the signature pages hereto are referred to her
