Amendment No. 1 to Stockholders' Agreement among The First American Corporation, Pequot Private Equity Fund II, L.P., and First Advantage Corporation
This amendment updates the Stockholders' Agreement dated December 13, 2002, among The First American Corporation, Pequot Private Equity Fund II, L.P., and First Advantage Corporation. The main change increases the maximum number of directors on the Company's Board from 10 to 12. All other terms of the original agreement remain unchanged. The amendment is effective as of December 1, 2005, and is signed by authorized representatives of all parties.
Exhibit 10.1
AMENDMENT No. 1
TO THE STOCKHHOLDERS AGREEMENT
This Amendment No. 1 to the Stockholders Agreement (“Stockholders Agreement”) dated December 13, 2002 by and among The First American Corporation, a California corporation, Pequot Private Equity Fund II, L.P. A Delaware limited partnership (“Pequot”) and First Advantage Corporation, a Delaware corporation (the “Company”) is hereby made effective on December 1, 2005.
WHEREAS, the Stockholders Agreement stipulates in Section 5.1 that the size of the Board of Directors shall be no more than 10 directors;
WHEREAS, Board of Directors (the “Board”) of the Company desires to expand the size of the Board to no more than 12 directors because it is in the best interest of the Company;
WHEREAS, Pequot believes that it is in the Company’s best interest to expand the size of the Board to no more than 12 directors;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties agree as follows:
Section 5.1 (a) which states in part:
“. . . ensure that the size of the board of directors of Parent, (the “Board”) shall be no more than 10 directors and . . . “
shall hereby be revised by replacing 10 with 12 and shall hereby state in the same part:
“. . ensure that the size of the board of directors of Parent, (the “Board”) shall be no more than 12 directors and . . . “
Notwithstanding the foregoing, all other provisions and terms of the Stockholders Agreement shall remain in force and effect to the extent of the original intent of the provisions and terms of the Stockholders Agreement.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement on and as of the date herein.
| The First American Corporation | ||
| By: | /s/ Kenneth D. Degiorgio | |
| Name: | Kenneth D. Degiorgio | |
| Title: | Senior Vice President and General Counsel | |
Date: March 31, 2006
| Pequot Private Equity Fund II, L.P. | ||
| By: Pequot Capital Management, Inc. | ||
| Its: Investment Manager | ||
| By: | /s/ Carlos Rodrigues | |
| Name: | Carlos Rodrigues | |
| Title: | Chief Financial Officer/ Pequot Ventures | |
Date: March 31, 2006
| First Advantage Corporation | ||
| By: | /s/ Julie Waters | |
| Name: | Julie Waters | |
| Title: | Vice President and General Counsel | |
Date: March 31, 2006
