EX-4.12
from S-8
5 pages
As You May Know, First Advantage Corporation, a Delaware Corporation (The “Company”) Has Completed an Initial Public Offering of Its Common Stock (The “Ipo”). Prior to the Pricing of the Ipo, the Company Was a Direct Subsidiary of Fastball Holdco, L.P., a Delaware Limited Partnership (The “LP Entity”). Immediately Prior to the Closing of the Ipo, the LP Entity Undertook an Ipo Conversion (As Defined in the Amended and Restated Limited Partnership Agreement of Fastball Holdco, L.P., Dated January 31, 2020, as Amended by the First Amendment Thereto, Dated and Effective as of December 22, 2020 (As So Amended and as May Be Further Amended From Time to Time, the “LP Agreement”). in Connection With the Ipo Conversion, Your Then Outstanding Non-Qualified Options (The “Prior Options”) to Purchase Class B LP Units (The “Units”) of the LP Entity Pursuant to That Certain Option Grant Agreement, Dated [ ] (The “Option Agreement”) Were Replaced by Non-Qualified Options (The “New Options”) to Purchase Shares of Common Stock (“Shares”) of the Company (The “Exchange”). What You Received in Exchange for Your Prior Options. You Received New Options in Exchange for Your Prior Options. the Shares Underlying the New Options Are the Same Class of Shares That Are Publicly Traded. the Shares Acquired Upon Exercise of the New Options Will Be Registered on Form S-8 Under the Securities Act of 1933, as Amended. the New Options You Received in Exchange for Your Prior Options
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