FIRST 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, BANK OF AMERICA, N.A., as the Administrative...First 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;
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;
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 6th, 2021 • HireRight GIS Group Holdings, LLC • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 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.
STOCKHOLDERS AGREEMENTStockholders 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
