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 • First Advantage Corp • Services-business services, nec • 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.”
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of February 28, 2024Stockholders’ Agreement • March 1st, 2024 • First Advantage Corp • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED 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”), SLP Fastball Aggregator, L.P. and each of the stockholders of the Company listed in Exhibit A (such stockholders, together with SLP Fastball Aggregator, L.P., collectively, the “Stockholders” and each, a “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • March 1st, 2024 • First Advantage Corp • Services-business services, nec • 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.”
STOCKHOLDERS’ AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of February 28, 2024Stockholders’ Agreement • March 1st, 2024 • First Advantage Corp • Services-business services, nec • Delaware
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”).
