Exhibit 10.2
STOCKHOLDERS’ AGREEMENT
of
FIRST ADVANTAGE CORPORATION
Dated as of February 28, 2024
STOCKHOLDERS’ AGREEMENT
OF
FIRST ADVANTAGE CORPORATION
THIS STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of February 28, 2024 by and among FIRST ADVANTAGE CORPORATION, a Delaware corporation (the “Company”), and each of the parties hereto that will become a stockholder of the Company pursuant to the Merger Agreement (as defined below), and each of the other Persons whose name appears on the signature pages hereto (together with their respective successors and Permitted Transferees who execute and deliver a counterpart signature page hereto, each, a “Holder” and collectively, the “Holders”).
RECITALS:
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of the Company, and Sterling Check Corp., a Delaware corporation (“Sterling”);
WHEREAS, pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Sterling (the “Merger”) and the separate corporate existence of Merger Sub shall cease, and Sterling shall become the surviving corporation in the Merger and a wholly owned Subsidiary of the Company; and
WHEREAS, in connection with, and effective and contingent upon, the consummation of the transactions contemplated by the Merger Agreement, the Holders and the Company desire to enter into an agreement with respect to the Holders’ ownership of shares of Common Stock after the Merger that will become effective as of the Effective Time (as defined in the Merger Agreement).
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING ANY SUCH TRANSACTION OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, SUBJECT TO THE COMPANY’S RIGHT TO RECEIVE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS AND OTHER OPINIONS, CERTIFICATIONS AND OTHER INFORMATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY.
THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
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TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 28, 2024, AMONG THE STOCKHOLDER, THE COMPANY AND CERTAIN OTHER STOCKHOLDERS OF THE COMPANY AND OTHER PERSONS (AS THE SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME). NO SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
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(c) Postponement or Suspension of Registration. If the filing, initial effectiveness or continued use of an Eligible Registration Statement, including a shelf registration statement pursuant to Section 2.4, in respect of a registration pursuant to this Agreement at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (based on the advice of reputable outside legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not contain a material misstatement or omission, (b) would not be required by applicable Law or regulation to be made at such time but for the filing, effectiveness or continued use of such Eligible Registration Statement and (c) would reasonably be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar material transaction, then the Company may, upon giving prompt written notice of such determination to the Specified Holders participating in such registration, delay the filing or initial effectiveness of, or suspend the use of, such Eligible Registration Statement (the period of such delay or suspension, the “Suspension Period”); provided, that the Company shall not be permitted to do so (x) more than two times during any 12 month period or (y)
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for a period exceeding sixty (60) days on any one occasion. In the event the Company exercises its rights under the preceding sentence, such Specified Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If so requested by the Company, all Specified Holders registering shares under such Eligible Registration Statement shall use their reasonable best efforts to deliver to the Company (at the Company’s request and expense) all copies, other than permanent file copies then in such Specified Holders’ possession, of the prospectus relating to such Registrable Securities at the time of receipt of such notice. The Company agrees that, in the event it exercises its rights under this Section 2.5(c), it shall (i) promptly notify such Specified Holders of the termination or expiration of any Suspension Period, (ii) following termination of a Suspension Period, resume the process of filing or request for effectiveness, or update the suspended registration statement, as the case may be, as may be necessary to permit the Specified Holders to offer and sell their Registrable Securities in accordance with applicable Law and (iii) if an Eligible Registration Statement that was already effective had been suspended as result of the exercise of such rights by the Company, promptly notify such Specified Holders, after the termination or expiration of any Suspension Period, of the applicable time period during which the Eligible Registration Statement is to remain effective, which shall be extended by a period of time equal to the duration of the Suspension Period.
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The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.9(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
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Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with the foregoing requirements.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this STOCKHOLDERS’ AGREEMENT as of the date set forth in the first paragraph hereof.
FIRST ADVANTAGE CORPORATION
By: | /s/ Bret Jardine |
| Name: Bret Jardine |
| Title: Executive Vice President, General |
| Counsel and Corporate Secretary |
[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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CHECKERS CONTROL PARTNERSHIP, L.P.
By: Broad Street Control Advisors, L.L.C., its General Partner
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]
BROAD STREET CONTROL ADVISORS, L.L.C.
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]
BRIDGE STREET 2015, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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STONE STREET 2015, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]
MBD 2015, L.P.
By: MBD Advisors, L.L.C., its General Partner
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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2015 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]
GS FUND HOLDINGS, L.L.C.
By: The Goldman Sachs Group, Inc., its Manager
By: | /s/ Adrian Jones |
| Name: Adrian Jones |
| Title: Vice President |
Address for Notices |
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E-mail Address for Notices: |
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[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By: | /s/ Alexandre Décar |
| Name: Alexandre Décary |
| Title: Authorized Signatory |
By: | /s/ Franck De Santis |
| Name: Franck De Santis |
| Title: Authorized Signatory |
Address for Notices |
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E-mail Address for Notices: |
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[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]