Sterling Check Corp. Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 9th, 2023 • Sterling Check Corp. • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGER by and among FIRST ADVANTAGE CORPORATION, STERLING CHECK CORP., and STARTER MERGER SUB, INC. dated as of February 28, 2024Agreement and Plan of Merger • March 1st, 2024 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 28, 2024, is by and among First Advantage Corporation, a Delaware corporation (“Parent”), Sterling Check Corp., a Delaware corporation (the “Company”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, the Company and Merger Sub are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
CREDIT AGREEMENT Dated as of November 29, 2022, among STERLING INTERMEDIATE CORP., as Parent, STERLING INFOSYSTEMS, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent,...Credit Agreement • November 30th, 2022 • Sterling Check Corp. • Services-computer processing & data preparation
This CREDIT AGREEMENT (as the same may be amended, modified or supplemented from time to time), is entered into as of November 29, 2022, among STERLING INFOSYSTEMS, INC., as borrower (the “Borrower”), STERLING INTERMEDIATE CORP., a Delaware corporation (“Parent”), as Guarantor, the other Guarantors party hereto from time to time, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIRST LIEN CREDIT AGREEMENT Dated as of June 19, 2015, AmongFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • New York
This FIRST LIEN CREDIT AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”) is entered into as of June 19, 2015, among STERLING MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and following the consummation of the Acquisition (as defined below), STERLING MIDCO HOLDINGS, INC. (f/k/a STERLING HOLDINGS ULTIMATE PARENT, INC.), a Delaware corporation (the “Company”), (as successor by merger to Merger Sub), as borrower (the “Borrower”), STERLING INTERMEDIATE CORP., a Delaware corporation (“Parent”), as Guarantor, the other Guarantors party hereto from time to time, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of this [ ] day of [ ] 20[ ], by and between Sterling Check Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG STERLING CHECK CORP., THE FOUNDER STOCKHOLDERS, THE GS STOCKHOLDERS AND THE OTHER STOCKHOLDERS PARTY HERETO DATED: SEPTEMBER 22, 2021Stockholders’ Agreement • November 10th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is entered into as of September 22, 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
SUPPORT AGREEMENTSupport Agreement • March 1st, 2024 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of February 28, 2024, is made by and among First Advantage Corporation, a Delaware corporation (“Parent”), Sterling Check Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Parent, the Company and the Stockholders are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • March 16th, 2022 • Sterling Check Corp. • Services-computer processing & data preparation
THIS AMENDMENT (the “Amendment”) is entered into as of August 19, 2021 by and between Sterling InfoSystems, Inc., a Delaware corporation (the “Company”) and Steven Barnett (the “Executive”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT, dated as of August 5, 2021 (this “Agreement”), by and between Sterling Ultimate Parent Corp., a Delaware corporation (the “Parent”), Sterling InfoSystems, Inc., a Delaware corporation (the “Company”), and Joshua Peirez (the “Executive”) (each of the Executive, the Company, and Parent, a “Party,” and collectively, the “Parties”).
STERLING ULTIMATE PARENT CORP. LOAN FORGIVENESS AGREEMENTLoan Forgiveness Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
THIS LOAN FORGIVENESS AGREEMENT (the “Agreement”) is entered into as of [______], 2021, by and among Sterling Ultimate Parent Corp. (the “Company”) and the individual set forth on the signature page hereto (the Employee”).
SHARE REPURCHASE AGREEMENT JUNE 5, 2023 By and between STERLING CHECK CORP. and BROAD STREET PRINCIPAL INVESTMENTS, L.L.CShare Repurchase Agreement • June 9th, 2023 • Sterling Check Corp. • Services-computer processing & data preparation • New York
Page 1. REPURCHASE 1 2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER 2 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 4. CONDITIONS TO CLOSING 3 5. MISCELLANEOUS 3
Peter WalkerSterling Check Corp. • August 27th, 2021 • Services-computer processing & data preparation • New York
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Second Amendment”) is dated as of July 27, 2016 (the “Second Amendment Effective Date”) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), the Second Amendment Additional Term Loan Lenders and the Second Amendment Additional Revolving Lenders set forth on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as amended by the First Amendment to First Lien Credit Agreement, dated as of January 27, 2016, and as further modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time
AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTCredit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of January 23, 2017 and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”) and KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”), and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as amended by the First Amendment to First Lien Credit Agreement, dated as of January 27, 2016, as amended by the Second Amendment to First Lien Credit Agreement, dated as of July 27, 2016 (the “Second Amendment”) and as further modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time prior to the date hereof, the “First Lien Credit Agreement”) by and among the Borrower, Holdings, the Subsidiary Guarantors, the Lenders from time to time party thereto, the Administrative Agent, Collateral Agent
SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Sixth Amendment”) is dated as of August 11, 2021 (the “Sixth Amendment Effective Date”) and is entered into by and among Sterling Infosystems, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association, as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and each of the Lenders party hereto, and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT, dated as of June 19, 2015 (as amended by the First Amendment to First Lien Credit Agreement, dated as of January 27, 2016, as further amended by the Second Amendment to First Lien Credit Agreement, dated as of July 27, 2016 (as amended by the Amendment to Second Amendment to First Lien Credit Agreement, dated as of January 23, 2017), as further amended by the Third Amendment
Retention Bonus Letter – December 2022 31972680.v2 Sterling Check Corp. 1 State Street Plaza New York, NY 10004 Joshua Peirez c/o Sterling Check Corp. 1 State Street Plaza New York, NY 10004 December 21, 2022 Dear Joshua: In recognition of your...Sterling Check Corp. • March 2nd, 2023 • Services-computer processing & data preparation
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Third Amendment”) is dated as of March 24, 2017 (the “Third Amendment Effective Date”) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), each of the Lenders consenting to the amendments requiring their consent herein (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”), the Lender (the “Replacement Lender”) replacing Lenders which are not consenting to the Repricing Amendment described below (each, a “Non-Consenting Lender” and, collectively, the “Non-Consenting Lenders”), and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as amended by the First Ame
WAIVER UNDER AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 10th, 2022 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
THIS WAIVER UNDER AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Waiver”) is entered into as of April 8, 2022, by and among Sterling Check Corp., a corporation organized under the laws of the State of Delaware (the “Company”), William Greenblatt, an individual, The Brandon T. Greenblatt 2015 Trust, a trust settled under the laws of the State of Texas, The Maggie S. Greenblatt 2015 Trust, a trust settled under the laws of the State of Texas, and The Steven J. Greenblatt 2015 Trust, a trust settled under the laws of the State of Texas (together with William Greenblatt, The Brandon T. Greenblatt 2015 Trust and The Maggie S. Greenblatt 2015 Trust, the “Founder Stockholders” and each a “Founder Stockholder”), with respect to the Amended and Restated Stockholders’ Agreement, dated as of September 22, 2021 (as amended, modified or supplemented from time to time, the “Stockholders’ Agreement”), by and among the Company, the Founder Stockholders party thereto, the GS Stockholders party the
SUCCESSOR BORROWER ASSUMPTION AND REAFFIRMATION AGREEMENTSuccessor Borrower Assumption and Reaffirmation Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS SUCESSOR BORROWER ASSUMPTION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of December 31, 2017 (the “Effective Date”) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors and KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Agents” and, each an “Agent”), and is made with reference to (i) that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as amended by the First Amendment to First Lien Credit Agreement, dated as of January 27, 2016, as further amended by the Second Amendment to First Lien Credit Agreement, dated as of July 27, 2016 (as amended by the Amendment to Second Amendment to First Lien Credit Agreement, dated as of January 23, 2017), as
Re: Severance AgreementSterling Check Corp. • March 16th, 2022 • Services-computer processing & data preparation • New York
This letter, upon your signature, will constitute the Severance Agreement (“Agreement”) between you and Sterling Infosystems, Inc. (together with its affiliates, the “Company”) reflecting your eligibility for severance payments in the event of your separation from the Company under certain conditions.
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of January 27, 2016 and is entered into by and among Sterling Midco Holdings, Inc, a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), the First Amendment Additional Term Loan Lenders and the other Lenders set forth on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time prior to the date hereof, the “First Lien Credit Agreement”) by and among the Borrower, Holdings, the Subsidiary Guarantors, the Lenders from time to time party thereto, the Administrativ
FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Fourth Amendment”) is dated as of June 30, 2017 (the “Fourth Amendment Effective Date”) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), each of the Lenders party to the First Lien Credit Agreement immediately prior to this Fourth Amendment, consenting to the amendments requiring their consent herein (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”), the Lender (the “Replacement Lender”) replacing each of the Lenders, party to the First Lien Credit Agreement immediately prior to this Fourth Amendment, which are not consenting to the Maturity Extension described below (each, a “Non-Consenting
Lou Paglia Re: Severance Agreement Dear Lou,Re: Severance Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • New York
This letter (the “Agreement”) between you and Sterling Infosystems, Inc. (together with its affiliates, the “Company”) reflects your eligibility for severance payments in the event of your separation from the Company under certain conditions. This Agreement shall become effective as of the date of the effectiveness of the initial public offering of Sterling Ultimate Parent Corp. occurs (the “Effective Date”), and this Agreement shall be void ab initio if the Effective Date does not occur on or prior to December 31, 2021.
Robyn Price Stonehill Re: Severance Agreement Dear Robyn,Sterling Check Corp. • March 16th, 2022 • Services-computer processing & data preparation • New York
This letter (the “Agreement”) between you and Sterling Infosystems, Inc. (together with its affiliates, the “Company”) reflects your eligibility for severance payments in the event of your separation from the Company under certain conditions. This Agreement shall become effective as of the date of the Company’s signature to this Agreement (the “Effective Date”).
FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation
THIS FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Fifth Amendment”) is dated as of October 5, 2017 (the “Fifth Amendment Effective Date”) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), each of the Lenders consenting to the amendments requiring their consent herein (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”), the Lender (the “Replacement Lender”) replacing Lenders which are not consenting to the Repricing Amendment described below (each, a “Non-Consenting Lender” and, collectively, the “Non-Consenting Lenders”), and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as amended by the First Am
STERLING ULTIMATE PARENT CORP. NONQUALIFIED STOCK OPTION AGREEMENTTerm Equity Incentive Plan • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT is entered into as of the Grant Date (as defined below), by and between ________ (the “Participant”) and STERLING ULTIMATE PARENT CORP., a Delaware corporation (or any successor corporation) (the “Company”).
STERLING ULTIMATE PARENT CORP. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 27th, 2021 • Sterling Check Corp. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT is entered into as of the Grant Date (as defined below), by and between ________ (the “Participant”) and STERLING ULTIMATE PARENT CORP., a Delaware corporation (or any successor corporation) (the “Company”).
To Holders of Options to Acquire Stock of Sterling Ultimate Parent Corp.:Sterling Check Corp. • August 27th, 2021 • Services-computer processing & data preparation
The subject matter of this letter agreement is highly confidential and you are not permitted to disclose the contents of this letter agreement with any person other than directors and officers of Sterling Ultimate Parent Corp., your financial advisor or your attorney.
