Exhibit c(ii)

– Highly Confidential; For Discussion Purposes Only – December 20, 2023 Discussion Materials for the Special Committee Project Hydro

– Highly Confidential; For Discussion Purposes Only – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of HireRight Holdings Corporation (“Hydro”, the “Company” or the “Special Committee”) in connection with its evaluation of proposed strategic alternatives for Hydro and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Hydro and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Hydro. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Hydro or any other entity, or concerning the solvency or fair value of Hydro or any other entity. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Hydro. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Hydro (in its capacity as such) in its consideration of strategic alternatives, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Hydro or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating strategic alternatives, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

– Highly Confidential; For Discussion Purposes Only – Executive Summary ▪ Centerview is progressing the workplan discussed with the Special Committee – Engaged with Hydro management on December 7 and shared a list of information requests to assess the current strategy and management plan – Management shared a draft long range plan on December 14 (the “Preliminary LRP”), prepared by management in advance of an in-person discussion on the same day – Substantial work is already underway on several items ▪ In today’s materials, Centerview will provide context to aid the Special Committee in its assessment of Hydro’s current position and the Preliminary LRP, including any risks / opportunities A Macro / Sector Backdrop B Update on Information Gathering C Benchmarking D Next Steps Contents: Executive Summary

– Highly Confidential; For Discussion Purposes Only – Special Committee “Roadmap Dashboard” ▪ Information gathering x Share initial request list x Receive draft LRP / financial model x Meet with mgmt. to discuss forecast, risks / opportunities – Follow-up discussions with mgmt. to cover incremental questions ▪ Present initial views on valuation and potential alternatives to the Special Committee ▪ Determine strategy and response to large SHs ▪ Determine negotiation process tactics and acknowledge specific dynamics of the process – Special Committee to update appropriate parties based on guidance of counsel ▪ Determine opportunity to pursue alternative transactions, if applicable ▪ Design process based on the above ▪ Execute process to optimize price, process and certainty ‒ Understand “pressure points” in the process ▪ Assess and deploy tactics and “tools” at the Special Committee’s disposal to be in a position to create the best outcome available ▪ No specific path is presupposed – full discretion to change course throughout not presupposing any outcome If the Special Committee chooses to… If so, run process to optimize outcomes Focus For Today’s Call Phase I: Initial Diligence, Valuation and Evaluation of Materials Phase II: Prepare for Execution (If Applicable) Phase III: Delivering a Superior Outcome Executive Summary

– Highly Confidential; For Discussion Purposes Only – ▪ Centerview contacted management to conduct diligence on Hydro on Thursday, December 7 – Centerview provided management with an information request list – Management provided numerous documents in response to that list, including an overview of recent performance, the Preliminary LRP and an update on business strategy ▪ Centerview attended a diligence session with management on December 14

– Guy Abramo (CEO), Tom Spaeth (CFO) and Lisa Troe (Chair of the Special Committee) were present at the discussion – Topics covered included business strategy, competitive environment, and operational improvements – Management provided an initial walk-through of the Preliminary LRP – There were additional data requests shared with management ▪ Centerview continues to review information as management provides it in order to further its information gathering Engaging With Management on Information Gathering Executive Summary

– Highly Confidential; For Discussion Purposes Only – Moderate “Pulse” on 2024, With Greater Belief of a “Soft Landing” A Macro / Sector Backdrop Bears Current “Pulse” Bulls Inflation ▪ Inflation remains sticky, path to 2% unlikely without some level of recession ▪ Peaking inflation, strong likelihood to decline through 2024 Interest Rates ▪ Aggressive Fed QT, rates remain >5%+ for longer, stagnation due to recession ▪ Dovish Fed, ongoing disinflation, interest rate reduction in H2’24 Geopolitical ▪ Deep recession in Europe; China slowdown; energy prices soar; heightened geopolitical risk ▪ Mild recession in Europe; energy prices moderate; China stimulus Capital Markets ▪ Access to capital remains tight, IPO markets remain dormant, limited attractive refinancing options ▪ Moderated volatility and increased capital access, lending activity resurges GDP ▪ 2024 recession with sharper and longer decline in activity versus pundit expectations ▪ Soft landing, recession averted, neutral or modest real GDP growth in 2024 Unemployment ▪ Layoffs higher than expected versus H2’23 trend, hiring freezes ▪ Unemployment remains low, labor demand in-line with supply Consumer Spending ▪ Consumers spending decelerates due to inflation and high rates, excess savings exhausted, high housing costs ▪ Spending withstands headwinds due to labor market strength, decline in rates, housing costs soften Source: Federal Reserve Economic Data, Wall Street research, Bloomberg and FactSet. Illustrative

– Highly Confidential; For Discussion Purposes Only – 3.5 4.4 5.4 5.1 4.1 3.8 Thousands $50.7 $86.2 $155.8 $8.6 $18.6 $7.2 168 224 416 90 100 80 '19 '20 '21 '22 YTD Q3'23 YTD Q3'22 Hiring, Growth & Capital Markets Access Meaningfully Impacted A Macro / Sector Backdrop Source: U.S. BLS, St. Louis FRED and FactSet. (1) Reflects data from Dealogic through Q3’23. (2) Reflects average of multiples for the Nasdaq at month-end for each year. 2023 reflects YTD through November. Top-line Growth Compressed Nasdaq Composite YoY Sales Growth & Annual Average Federal Funds Rate Capital Markets Challenged US IPO Volume and Proceeds(1) vs. New Business Applications (mm) Hiring Activity Has Decelerated in 2023 6.9 7.3 7.5 8.2 8.1 9.0 8.2 '17 '18 '19 '20 '21 '22 '23 YTD 1.0 1.1 1.1 1.0 1.3 1.3 0.8 '17 '18 '19 '20 '21 '22 '23 YTD Total Gross New Hires (mm) Proceeds ($bn) IPO count New Business Applications (mm) Healthcare & Social Assistance Information (Incl. Technology) 1.7 1.6 1.7 1.7 1.8 1.9 1.4 '17 '18 '19 '20 '21 '22 '23 YTD Finance & Insurance YoY Sales Growth (%) Average Fed Funds Rate Memo: Nasdaq NTM P/E Multiples(2) 31.6x 25.9x 10.7% 13.2% 6.1% 6.3% 26.7% 10.9% 1.0% 4.4% 1.8% 2.2% 0.4% 0.1% 1.7% 5.0% '17 '18 '19 '20 '21 '22 '23E

– Highly Confidential; For Discussion Purposes Only – – $5 $10 $15 $20 $25 $30 Oct-21 Feb-22 Jun-22 Sep-22 Jan-23 May-23 Aug-23 Dec-23 Background Checking Sector Has Underperformed the Market Hydro Share Price Over Time (Nasdaq, First Advantage and Sterling Check Rebased to Hydro) (30%)(1) October 29, 2021 Hydro IPO’d at $19/sh November 14, 2022 Board of Directors announced twoyear $100mm share buyback program: +23% March 9, 2023 Hydro announced Q4’22 earnings beating full-year and quarterly cons. estimates for revenue and Adj. EBITDA: +8% (4%) Source: Company filings and FactSet as of December 18, 2023. Note: Percentages in annotations reflect one-day impact to unaffected unless otherwise specified. (1) Reflects Hydro’s performance since IPO to current. (2) Reflects Hydro’s share price and performance from IPO to the unaffected date before Gulf and Shore’s 13D filings. May 12, 2022 Q1’22 earnings missed cons. Adj. EBITDA estimates; stock traded down (10%) over the next 5 days $19.00 November 17, 2023 Gulf and Shore posted Schedule 13D filings after market close: +32% March 21, 2022 Hydro announced Q4’21 earnings highlighting international revenue diversification: +24% November 3, 2022 Hydro missed Q3’22 revenue versus consensus estimates: (37%) A Macro / Sector Backdrop (38%) (13%) Hydro Nasdaq (47%)(2) $10.05(2) (11/17/23)

– Highly Confidential; For Discussion Purposes Only – Preliminary Learnings from Information Gathering To Date ▪ Hydro drove profitable growth in 2022 – 10% revenue growth and 23% Adj. EBITDA margin – ~170bps gross margin expansion vs. 2021, the majority of which came from direct labor efficiencies – Adjusted EBITDA margin increased ~140bps year-over-year 2023 Preliminary LRP ▪ Management expects ~7% ’23E-’26E revenue CAGR and ~7% from ’23E-’30E ▪ GM expansion from ~48% in ’23E to 50% in ’26E and to ~52% in ’30E ▪ +680bps Adj. EBITDA margin expansion expected – from ~25% in ’23E to ~32% in ’30E ▪ Hydro management expects 10% revenue decline in 2023 (base down ~15%), as a result of base hiring volumes and churn significantly lower than in previous years and vertical end-market mix ▪ ~240bps gross margin expansion and ~160bps Adj. EBITDA margin increase ▪ Restructuring initiatives ongoing; expected to incur ~$26mm of expenses for the entire year B Update on Information Gathering Overview Drivers ▪ Implied base hiring levels at flat to modestly positive; company’s revenue growth assumes cross-sell / up-sell and market share gain over time ▪ Revenue mix between surcharge and service not changing significantly ▪ GM margin expansion mainly driven by direct labor optimization ▪ Benefits of restructuring initiatives reflected in LRP ▪ Operating efficiencies at SG&A level driving cost reductions (indirect costs lower by ~510bps from ’23E-’30E) – Adj. EBITDA growing faster than revenue over the forecast period Source: Hydro Preliminary LRP and Company filings. 2022

– Highly Confidential; For Discussion Purposes Only – $160 $188 $181 $200 $226 $253 $282 $307 $331 $357 '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E Source: Hydro Preliminary LRP and Company filings. Note: Dollars in millions. Overview of Preliminary LRP Adj. EBITDA ($mm) % Margin Revenue Gross Profit Adj. EBITDA Historicals Preliminary LRP 35% 10% (10%) 9% 7% 6% 6% 6% 6% 6% '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E $730 $807 $723 $785 $840 $890 $943 $1,000 $1,060 $1,124 '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E Revenue ($mm) YoY Growth (%) ’23-’30E CAGR: 7% ’23-’30E CAGR: 10% B Update on Information Gathering 22% 23% 25% 25% 27% 28% 30% 31% 31% 32% '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E $323 $371 $349 $373 $410 $445 $482 $514 $547 $581 '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E Gross Profit ($mm) % Margin ’23-’30E CAGR: 8% 44% 46% 48% 48% 49% 50% 51% 51% 52% 52% '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E +340bps since ’23E +680bps since ’23E

– Highly Confidential; For Discussion Purposes Only – Growth & Margin Drivers Revenue CAGR vs. ’23E For Ref.: ’23E ’26E ’30E $723mm $890mm $1,124mm +7% +7% Gross Margin Margin Exp. vs. ’23E 48.3% 50.0% 51.7% +160bps +340bps Adj. EBITDA Margin Exp. vs. ’23E 25.0% 28.4% 31.8% +350bps +680bps Source: Hydro Preliminary LRP, Company filings and transcripts. Note: Dollars in millions. Observations Service (+6%) and Surcharge (+10%) Drivers Drivers Service (+6%) and Surcharge (+8%) B Update on Information Gathering ▪ Hiring and churn within the employment market highly correlated with rev. growth ▪ Revenue recovery in 2024 based on improvement in base hiring level vs. 2022 and execution on customer pipeline ▪ Management expects to continue to maintain net revenue retention rates in long range plan above 95% ▪ Management emphasis on up-sell and cross-sell revenue ▪ Automation driving margin improvement over the duration of the plan Direct labor 324bps lower as % of revenue Data costs 16bps lower as % of revenue Direct labor 196bps lower as % of revenue Offset by data costs (34bps rise as % of rev.) Indirect labor 149bps lower as % of revenue Non-labor indirect OpEx 121bps lower as % of rev. Indirect labor 232bps lower as % of revenue Non-labor indirect OpEx 276bps lower as % of rev.

– Highly Confidential; For Discussion Purposes Only – $723 +265 +136 $1,124 2023E Service Revenue Surcharge Revenue 2030E 72% 28% 70% 30% Revenue Bridge Source: Hydro Preliminary LRP. Note: Dollars in millions. B Update on Information Gathering Contribution to 66% 34% Revenue Growth: Revenue Bridge Revenue Mix Shift: 2023 – 2030E Service Revenue Surcharge Revenue 2023E 2030E Revenue Growth by Segment: 2023 – 2030E CAGR +6.1% +7.5% +6.5% Service Surcharge Total Revenue While revenue mix remains relatively stable across the projection period, management expects MSD+ revenue growth with surcharge revenue growing modestly faster than service revenue Base growth: Flat – modestly positive

– Highly Confidential; For Discussion Purposes Only – $349 +401 (153) (16) $581 2023E Gross Profit Revenue Increase Data Cost Increase Direct Labor Increase 2030E Gross Profit Gross Profit Analysis Source: Hydro Preliminary LRP. Note: Dollars in millions. B Update on Information Gathering Gross Profit Bridge: 2023 – 2030E +7% +6% ’23E –’30E CAGR +2% +8% Net COGS increase of +$169mm from 2023 – 2030E Gross margin improvement driven primarily by direct labor expense efficiencies $349 +194 +38 $581 2023E Gross Profit GP Incr. @ Const. Margin Contribution from Margin Impr. 2030E Gross Profit 48% GM Improvement of +340bps 52% from 2023E – 2030E GM%

– Highly Confidential; For Discussion Purposes Only – COGS Expense Profile Over Time B Update on Information Gathering Source: Hydro Preliminary LRP. Note: Dollars in millions. Cost of Goods Sold Mix COGS Items as % of Revenue Direct Labor 13% 12% 12% 11% 10% 10% 10% 10% 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 75% 78% 80% 25% 22% 20% 2023E 2026E 2030E Direct Labor Data Cost & Other Direct Data Cost & Other Direct 39% 40% 40% 39% 39% 39% 39% 39% 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Direct Labor $94 $98 $110 Data & Other $279 $347 $433 Direct labor cost improvement accounts for 320bps of 340bps of gross margin improvement

– Highly Confidential; For Discussion Purposes Only – 48.3% 47.2% 46.5% 47.6% 47.8% 47.3% 48.8% 48.4% 47.7% 51.7% Benchmarking Hydro’s Gross Margin B Update on Information Gathering Gross Margin: Hydro (Preliminary LRP) vs. Peers (Consensus) Hydro Hydro Hydro Hydro Memo: Δ vs. ’23E Gross Margin Source: Hydro Preliminary LRP and FactSet. Gross margin consistent with peers through 2025E; Hydro 2030E gross margin ~+370bps above peer average 2025 margin 2023E 2024E 2025E Memo: 2030E (79bps) +68bps +74bps +49bps +119bps +120bps +340bps

– Highly Confidential; For Discussion Purposes Only – $181 +138 +38 $357 2023E Adj. EBITDA Adj. EBITDA Incr. @ Const. OpEX % Contribution from OpEx % Impr. 2030E Adj. EBITDA $181 +232 (40) (11) (4) $357 2023E Adj. EBITDA Gross Profit Incr. Indirect Labor Incr. Indirect Expenses Incr. Adjustments 2030E Adj. EBITDA Adj. EBITDA Margin Analysis B Update on Information Gathering ’23 –’30E +8% +4% CAGR +2% Indirect labor and expenses grow slower than revenue, driving additional OpEx margin benefit Source: Hydro Preliminary LRP. Note: Dollars in millions. +10% Adj. EBITDA Bridge: 2023E – 2030E 25% Δ Adj. EBITDA Margin +680bps 32% Adj. EBITDA Margin

– Highly Confidential; For Discussion Purposes Only – 25% 26% 31% 25% 27% 32% 27% 28% 33% 32% Benchmarking Hydro’s Adj. EBITDA Margin B Update on Information Gathering Adj. EBITDA Margin: Hydro (Preliminary LRP) vs. Peers (Consensus) Hydro Hydro Hydro Hydro Hydro’s Adj. EBITDA margin, while below peers through 2025, expected to reach current First Advantage levels by 2030E 2023E 2024E 2025E Memo: 2030E Memo: Δ vs. ’23E +49bps +123bps +73bps +192bps +191bps +129bps +680bps Adj. EBITDA Margin Source: Hydro Preliminary LRP and FactSet.

– Highly Confidential; For Discussion Purposes Only – Operating Expense Profile Over Time B Update on Information Gathering Source: Hydro Preliminary LRP. Note: Dollars in millions. Operating Expense Mix Operating Expense Items as % of Revenue Indirect Labor Indirect Labor Indirect Expenses Indirect Expenses 11% 10% 10% 9% 9% 9% 8% 8% 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Ind. Labor $75 $68 $35 Ind. Expenses $76 $83 $87 D&A $118 $133 $158 44% 47% 56% 28% 29% 31% 28% 24% 13% 2023E 2026E 2030E D&A Depreciation & Amortization 10% 9% 9% 8% 6% 5% 4% 3% 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 16% 15% 15% 15% 15% 14% 14% 14% 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E

– Highly Confidential; For Discussion Purposes Only – Summary 2023E – 2030E Growth B Update on Information Gathering Source: Hydro Preliminary LRP. (1) Includes adjustments based on Preliminary LRP. 2023E 2030E CAGR: ’23 – ’30E Revenue Data Cost & Other Direct Labor Indirect Expenses Indirect Labor COGS $723mm $1,124mm +7% $279mm $433mm +6% $94mm $110mm +2% $373mm $542mm +5% $76mm $87mm +2% $118mm $158mm +4% Adj. EBITDA(1) $181mm $357mm +10% Gross Profit Total Indirect Exp. $349mm $581mm +8% $195mm $246mm +3%

– Highly Confidential; For Discussion Purposes Only – Incremental Profit Margin Analysis B Update on Information Gathering Source: Hydro Preliminary LRP. Note: Dollars in millions. Incremental profit margin calculated as change in profit metric divided by change in revenue over the period. Incremental Adj. EBITDA Margin: 2022A – 2030E Δ in Revenue Δ Adj. EBITDA +$28 ($8) +$19 +$26 +$27 +$29 +$24 Analysis suggests Hydro’s incremental adjusted EBITDA margin above recent historical levels +$77 ($84) +$62 +$55 +$50 +$53 +$57 37% 31% 47% 54% 55% 43% 41% 41% 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E +$24 +$26 +$60 +$64 n.m.

– Highly Confidential; For Discussion Purposes Only – Δ '30E Adj. EBITDA vs. Preliminary LRP Δ Gross Margin Realization vs. Preliminary LRP 50% 75% 100% 50% ($48) ($38) ($28) 60% ($42) ($32) ($23) 70% ($36) ($27) ($17) 80% ($30) ($21) ($11) 90% ($25) ($15) ($6) 100% ($19) ($10) – '30E Adj. EBITDA Margin Δ Gross Margin Realization vs. Preliminary LRP 50% 75% 100% 50% 27.5% 28.4% 29.2% 60% 28.1% 28.9% 29.8% 70% 28.6% 29.4% 30.3% 80% 29.1% 29.9% 30.8% 90% 29.6% 30.4% 31.3% 100% 30.1% 30.9% 31.8% '30E Adj. EBITDA Δ Gross Margin Realization vs. Preliminary LRP 50% 75% 100% 50% $310 $319 $329 60% $315 $325 $334 70% $321 $330 $340 80% $327 $336 $346 90% $332 $342 $351 100% $338 $348 $357 Δ '23 - '30E Adj. EBITDA Margin Δ Gross Margin Realization vs. Preliminary LRP 50% 75% 100% 50% +257bps +342bps +427bps 60% +307bps +392bps +477bps 70% +358bps +443bps +528bps 80% +409bps +494bps +579bps 90% +459bps +544bps +629bps 100% +510bps +595bps +680bps Preliminary LRP Sensitivities Source: Hydro Preliminary LRP. Note: Dollars in millions. B Update on Information Gathering 2030E Adj. EBITDA Sensitivities Based On Margin Realization Reflects Preliminary LRP SG&A Cost Improvement Realization vs. LRP SG&A Cost Improvement Realization vs. LRP SG&A Cost Improvement Realization vs. LRP SG&A Cost Improvement Realization vs. LRP

– Highly Confidential; For Discussion Purposes Only – Potential Opportunities and Risks of Preliminary LRP Potential Opportunities Potential Risks ? Tougher macro environment reducing demand for labor / new hires ? Pushout of end-market recovery timing ? Implementation of automation projects not being completed on schedule and/or limits to degree of associated margin improvement ? Move into “premium services” from the competition ? Potential loss of large customer account(s) ? Self-Service technology outdated and in need of investment x Recovery of the hiring base rate to neutral / moderately positive levels x Ability to continue to take market share x Rate of new business wins and conversion of customer pipeline x Further expansion into drug and health screening and U.S. financial services (not in current plan) x Momentum of customer demands for HCM platform integration x Increasing automation to reduce service costs and need for human verification Management has highlighted the below opportunities and risks B Update on Information Gathering

– Highly Confidential; For Discussion Purposes Only – 2023E 2024E Comparison of Preliminary LRP Revenue vs. Consensus Estimates 5% 9% 7% Source: Hydro Preliminary LRP, Wall Street research and FactSet as of December 18, 2023. Note: Dollars in millions. 1% 2025E 9% 7% 10% C Benchmarking 10% Preliminary LRP Consensus Median Analyst Estimates YoY Growth $729 $721 $726 $723 (10%) (10%) (10%) (11%) $726 $782 $759 $785 $796 $861 $826 $840

– Highly Confidential; For Discussion Purposes Only – 2023E 2024E Comparison of Preliminary LRP Adj. EBITDA vs. Consensus Est. 2025E C Benchmarking 24% / +90bps 24% / +80bps 25% / +160bps 24% / +80bps 26% / +160bps 25% / +110bps 25% / +50bps 25% / +50bps 25% / (10bps) 27% / +140bps 24% / (40bps) 26% / +60bps Preliminary LRP Consensus Median Analyst Estimates Implied Margin / YoY Expansion $176 $174 $176 $181 $193 $228 $208 $226 $202 $179 $192 $200 Source: Hydro Preliminary LRP, Wall Street research and FactSet as of December 18, 2023. Note: Dollars in millions.

– Highly Confidential; For Discussion Purposes Only – Considerations Regarding Spectrum of Valuation Approaches Intrinsic Relative ▪ Trading multiples based on selected comparable public companies ▪ Appropriate forecasts necessary to drive analysis ▪ In addition to financial forecasts, drivers include discount rate and perpetuity growth rate Reference Only ▪ Hydro trading levels over the last 12 months Discounted Cash Flow Analysis Selected Public Trading Comparables Analyst Price Targets 52-Week Trading Range ▪ Range of analyst price targets Discounted Future Share Price ▪ Appropriate forecasts necessary to drive analysis ▪ In addition to financial forecasts, drivers include discount rate and multiple To aid the Special Committee, Centerview may choose to consider a range of valuation approaches (circumstance dependent) D Next Steps
Appendix Supplementary Materials

– Highly Confidential; For Discussion Purposes Only – Preliminary LRP as of December 14, 2023 Consolidated P&L Appendix Source: Hydro Preliminary LRP and filings. Note: Dollars in millions. (1) Historical years based on company filings. (2) Includes adjustments based on Preliminary LRP. 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Service Revenue 541 578 517 546 584 619 656 696 738 782 Surcharge Revenue 189 229 206 239 256 271 287 304 323 342 Total Revenue $730 $807 $723 $785 $840 $890 $943 $1,000 $1,060 $1,124 YoY Growth 10% (10%) 9% 7% 6% 6% 6% 6% 6% Data Costs & Other Direct (291) (319) (279) (315) (332) (347) (363) (385) (408) (433) Direct Labor (116) (115) (94) (96) (98) (98) (99) (101) (105) (110) Other (0) (2) – – – – – – – – Gross Profit(1) $323 $371 $349 $373 $410 $445 $482 $514 $547 $581 % Margin 44% 46% 48% 48% 49% 50% 51% 51% 52% 52% Indirect Labor (98) (118) (118) (121) (127) (133) (139) (145) (151) (158) Indirect Expenses (67) (81) (76) (80) (80) (83) (86) (88) (85) (87) Restructuring & One-time costs (23) (4) (26) (1) – – – – – – Adjusted EBITDA(2) $160 $188 $181 $200 $226 $253 $282 $307 $331 $357 % Margin 22% 23% 25% 25% 27% 28% 30% 31% 31% 32% D&A 78 72 75 74 75 68 57 49 41 35 % of Revenue 11% 9% 10% 9% 9% 8% 6% 5% 4% 3%

Exhibit c(iii)

– Highly Confidential; For Discussion Purposes Only – January 21, 2024 Discussion Materials for the Special Committee Project Hydro

– Highly Confidential; For Discussion Purposes Only – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of HireRight Holdings Corporation (“Hydro”, the “Company” or the “Special Committee”) in connection with its evaluation of proposed strategic alternatives for Hydro and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Hydro and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Hydro. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Hydro or any other entity, or concerning the solvency or fair value of Hydro or any other entity. Any financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing any financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Hydro. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Hydro (in its capacity as such) in its consideration of strategic alternatives, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Hydro or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating strategic alternatives, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

– Highly Confidential; For Discussion Purposes Only – Executive Summary ▪ Centerview is progressing the workplan discussed with the Special Committee ▪ In the filing dated December 8, 2023, the Sponsors indicated they are “interested only in pursuing the Proposed Transaction(1) and do not intend to sell [their] respective stakes in the Company to any third party” ▪ As context for the Special Committee, today’s materials reflect potential third party alternatives and considerations for Hydro, notwithstanding the Sponsors’ stated intent Source: Company filings. (1) As defined in the December 8, 2023 proposal.

– Highly Confidential; For Discussion Purposes Only – Overview of Illustrative Strategic Paths Status Quo Sale of the Public Stub Sale of Public Stub + Portion of Sponsors’ Equity to a Third Party ▪ Execute strategic plan ▪ Potential to sell the public stub to either of the Sponsors or a third party ▪ Stub of ~10.2mm public shares with current market value of ~$132mm(1) Source: Term Loan Credit Agreement, Company filings and FactSet as of January 19, 2024. (1) Assumes share price of $12.92 (as of January 19, 2024) and share count provided by Hydro Management. (2) Per Term Loan Credit Agreement, a greater than 35% ownership by a third party can trigger a change of control, subject to Permitted Holders (as defined in the Credit Agreement) losing the right or ability to elect or designate a majority of the board of directors. ▪ 3rd party could acquire up to ~24.9mm shares or 35.0% of total economic ownership, with a value of ~$322mm(1) at the current market price while keeping Hydro’s current capital structure intact(2) Sale of the Full Company ▪ Pursue full company sale to third party in which buyer will need to provide new financing / capital structure for whole transaction

– Highly Confidential; For Discussion Purposes Only – Potential Illustrative Strategic Participants Source: Company filings, Wall Street research and FactSet as of January 19, 2024. Note: Adj. EBITDA unburdened by stock-based compensation expense and amortization of capitalized software development investment. (1) Assumes all-cash, 100% debt-funded acquisition of Hydro at offer price of $12.75 per share as stated in the proposal. Balance sheet data as of September 30, 2023. (2) Reflects valuation from Checkr press release as of series E fundraise on September 1, 2021. (3) Rounded to nearest 0.05x PF net leverage multiple. Company Illustrative Background Screening Services Illustrative Staffing Services Mkt. Cap. / Ent. Val. ($bn) $2.5 / $2.9 $1.4 / $1.8 $4.6(2) $8.6 / $7.9 $3.8 / $4.2 EV / NTM Adj. EBITDA 10.8x 8.8x 11.3x 7.2x LTM Net Leverage 1.6x 2.4x (1.0x) 0.7x CY’23 – ’25E Rev. CAGR +8.1% +7.0% +3.1% +1.5% CY’24E Adj. EBITDA Mgn. 32.0% 27.1% 11.1% 3.1% Private company; limited disclosure PF LTM Net Lev. (All-cash Acq.)(1) 4.7x 5.6x 0.9x 2.6x (Public) (Public) (Private) (Public) (Public) Entities affiliated with Silver Lake own ~62% of the equity and hold chair plus two board seats (3/8 total) PF Incr. LTM Net Lev. Per $1 Offer Price Inc.(3) ~ +0.15x ~ +0.20x ~ +0.10x ~ +0.10x Entities affiliated with Goldman Sachs own ~61% of the equity and hold two board seats (2/10); Entities affiliated with William Greenblatt (founder) own ~11% of the equity

– Highly Confidential; For Discussion Purposes Only – Potential Illustrative Sponsor Participants Potential Illustrative Participant Fund Size ($bn) Key Contact Name(s) Source: Company filings, press releases and Pitchbook. Note: Sorted by flagship fund size from largest to smallest. Potential Illustrative Participant Fund Size ($bn) Key Contact Name(s) Craig Bondy (Senior Advisor) Stephen Master (MD) ~$12bn ~$8bn Todd Bright (Partner) Patrick Langan (Senior Investment Leader) Helen Chiang (MD) Will Chan (Vice President) ~$7bn ~$5bn Matthew Norton (MD) John Eric Knutsen (MD) ~$3bn Harv Barenz (Partner & Head of Business Dev.) Pat Dugoni (Principal) ~$14bn David Golob (CIO) Deep Shah (Co-President) Matt Holt (MD & President) Pete Massuci (MD) ~$12bn ~$20bn Rob Kalsow-Ramos (Partner) ~$6bn Mike Gallagher (MD) Carlos Soto (MD) ~$15bn Tim Millikin (Partner & Co-Head of Tech) John Flynn (Partner) Jason Wright (Partner) ~$12bn Ramzi Musallam (Managing Partner) ~$12bn Aneal Krishnan (Partner)

Exhibit c(iv)

– Highly Confidential; For Discussion Purposes Only – January 26, 2024 Discussion Materials for the Special Committee Project Hydro

– Highly Confidential; For Discussion Purposes Only – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of HireRight Holdings Corporation (“Hydro”, the “Company” or the “Special Committee”) in connection with its evaluation of proposed strategic alternatives for Hydro and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Hydro and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Hydro. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Hydro or any other entity, or concerning the solvency or fair value of Hydro or any other entity. Any financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing any financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Hydro. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Hydro (in its capacity as such) in its consideration of strategic alternatives, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Hydro or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating strategic alternatives, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

– Highly Confidential; For Discussion Purposes Only – Discussion Agenda Long Range Plan in Context Illustrative Valuation Analysis Selected Precedents and Next Steps

Long Range Plan in Context Section 1

Highly Confidential; For Discussion Purposes Only – Summary of Diligence Historical and Recent Financial Performance Tax Attributes ▪ Centerview reviewed recent board updates, strategy presentations, analyst models, budgets, previous forecasts, debt and equity capitalization and other information provided by management ▪ In-person and virtual diligence sessions with management and follow-up questions/conversations with management to understand Hydro’s strategy, industry dynamics, historical and recent business trends and financial performance ▪ Review of data/analysis from Hydro management based on diligence questions Long-Range Plan ▪ Centerview and the Special Committee met on 13 occasions between December 8 and January 24 ▪ Centerview and members of Hydro’s management team discussed key areas of diligence of the long range plan, including, but not limited to: – FY2023 and FY2024 budget, cash flow forecast and performance to date – Go-forward expectations for base growth and labor market dynamics – Historical trends vs. assumptions in the LRP – Go-to-market and competitive differentiation – Margin trends and sources of operating leverage – Cost savings, productivity initiatives and implementation status – Investments required in the business – Capital expenditure plan – Net working capital needs and trends ▪ Review of materials provided by Hydro management to understand the tax attributes covered under Hydro’s tax receivables agreement (“TRA”) ▪ Follow-up discussions with the management team to update the TRA schedule to estimate the potential tax benefits available to Hydro under the LRP

Highly Confidential; For Discussion Purposes Only – LRP Summary Source: LRP and Company filings. Note: Dollars in millions. (1) Included in Indirect Expenses in LRP. Historical Projections '23E - '25E '25E - '30E 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E CAGR CAGR Total Revenue $730 $807 $722 $785 $832 $874 $913 $950 $983 $1,013 +7.4% +4.0% YoY Growth 10.5% (10.5%) 8.8% 6.0% 5.0% 4.5% 4.0% 3.5% 3.0% Data Costs & Other Direct (291) (319) (278) (315) (329) (341) (356) (370) (383) (396) +8.7% +3.8% Direct Labor (116) (115) (94) (96) (101) (104) (108) (111) (112) (114) +3.6% +2.5% Other (0) (2) – – – – – – – – Gross Profit $323 $371 $350 $373 $403 $429 $449 $469 $487 $503 +7.3% +4.5% % Margin 44.3% 46.0% 48.5% 47.6% 48.4% 49.1% 49.1% 49.3% 49.6% 49.7% Indirect Labor (98) (118) (118) (127) (128) (134) (140) (146) (153) (159) +3.9% +4.5% Indirect Expenses (67) (81) (76) (80) (80) (82) (83) (85) (81) (82) +2.6% +0.5% Restructuring & O ne-time Costs (23) (2) (24) (1) – – – – – – Depreciation & Amortization (78) (72) (75) (74) (75) (75) (56) (32) (32) (32) Operating Income $57 $98 $56 $92 $120 $138 $169 $205 $221 $230 +46.0% +13.9% Plus: D&A 78 72 75 74 75 75 56 32 32 32 Plus: Amort. of Cap. Cloud-Based SW(1) – 3 7 8 7 7 7 7 1 – Plus: SBC & Other Adjustments 25 16 42 26 21 22 23 24 25 25 Adjusted EBITDA $160 $188 $180 $201 $222 $242 $254 $268 $278 $287 +11.1% +5.2% % Margin 21.9% 23.4% 25.0% 25.5% 26.7% 27.6% 27.8% 28.2% 28.3% 28.3% Tax-deductible D&A $15 $13 $19 $18 $27 $27 $32 $32 $26 $25 % of Revenue 2% 1.6% 2.6% 2.3% 3.2% 3.1% 3.5% 3.3% 2.6% 2.5% Capex $14 $17 $14 $23 $21 $22 $23 $24 $25 $25 % of Revenue 1.9% 2.1% 1.9% 3.0% 2.5% 2.5% 2.5% 2.5% 2.5% 2.5%

– Highly Confidential; For Discussion Purposes Only – $146 $93 $160 $188 $180 $201 $222 $242 $254 $268 $278 $287 '19A '20A '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E Source: LRP and Company filings. Note: Dollars in millions. Overview of LRP Adj. EBITDA ($mm) % Margin Revenue Gross Profit Adj. EBITDA Historicals LRP 1% (17%) 35% 10% (11%) 9% 6% 5% 5% 4% 4% 3% '19A '20A '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E $648 $540 $730 $807 $722 $785 $832 $874 $913 $950 $983 $1,013 '19A '20A '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E Revenue ($mm) YoY Growth (%) ’23-’30E CAGR: 5% ’23-’30E CAGR: 7% 23% 17% 22% 23% 25% 26% 27% 28% 28% 28% 28% 28% '19A '20A '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E $291 $238 $323 $371 $350 $373 $403 $429 $449 $469 $487 $503 '19A '20A '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E Gross Profit ($mm) % Margin ’23-’30E CAGR: 5% 45% 44% 44% 46% 48% 48% 48% 49% 49% 49% 50% 50% '19A '20A '21A '22A '23E '24E '25E '26E '27E '28E '29E '30E +116bps since ’23E +336bps since ’23E ’19A-’23E CAGR: 3% ’19A-’23E CAGR: 5% ’19A-’23E CAGR: 5%

– Highly Confidential; For Discussion Purposes Only – (16.6%) 35.1% 10.5% (10.5%) 8.8% (16.6%) 35.1% 10.5% (10.0%) 4.9% (8.7%) 41.4% 19.5% (5.7%) 5.7% 3.9% 39.9% 13.7% (4.7%) 7.4% 2020A 2021A 2022A 2023E 2024E Historical and Forecasted Revenue Growth vs. Peers Actual / LRP Hydro Consensus(1) Source: LRP and FactSet as of January 24, 2024. (1) Hydro Consensus as of unaffected date of November 17, 2023. YoY Revenue Growth: Hydro (Actual / LRP) vs. Peers (Consensus) CAGR: ’19A – 23E 2.8% 2.9% 9.8% 12.5% CAGR: ’19A – 24E 3.9% 3.3% 8.6% 11.5% Hydro has historically underperformed (in positive or negative growth years) during 2020A – 2023E compared to First Advantage and Sterling Check

– Highly Confidential; For Discussion Purposes Only – 32.3% 32.9% 25.6% 2.6% (11.7%) (11.7%) (13.6%) (10.5%) 35.1% 37.7% 29.1% 17.5% (2.1%) (6.6%) (7.4%) (9.4%) 35.8% 43.7% 15.3% 6.8% 0.0% (7.6%) (8.1%) (2.7%) Q4'21A Q1'22A Q2'22A Q3'22A Q4'22A Q1'23A Q2'23A Q3'23A Historical Quarterly Revenue Growth vs. Peers Hydro Source: Company filings and FactSet as of January 24, 2024. Note: Reflects periods where data is available for all three companies. YoY Revenue Growth: Hydro vs. Peers In all but one of the last 8 quarters, Hydro’s year-on-year growth has underperformed both First Advantage and Sterling Check

– Highly Confidential; For Discussion Purposes Only – 12% 3% 23% 22% 7% 24% 9% ~23% ~10% ~18% ~17% ~23% 16% ~9% 16% 23% 13% 19% 6% 7% Benchmarking End Market Exposure vs. Peers End Market Mix Hydro Healthcare Technology Financial and Business Services Transportation Manufacturing, Government and Education Retail and Hospitality All Other Source: Company filings and presentations. Note: Reflects FY22 end market data. End market terminology reflects Hydro’s nomenclature. First Advantage eliminations allocated to respective regional segment based on its percent of total revenue. (1) Sterling classifies Hospitality within its Technology, Media, Entertainment and Hospitality end market. (2) Reflects Sterling’s Tech, Media, Entertainment and Hospitality end market. (3) Reflects First Advantage’s General Staffing and Small Business end markets. (4) Reflects Sterling’s Contingent, Gig, Consumers and Volunteers end markets. (2) (4) (1) (3) Hydro has higher exposure to technology and financial & business services as compared to First Advantage and Sterling Check

– Highly Confidential; For Discussion Purposes Only – 21.9% 27.9% 31.8% 23.4% 25.9% 30.7% 25.0% 26.0% 31.1% 25.5% 27.2% 32.0% 26.7% 28.5% 32.9% 28.3% Benchmarking Hydro’s Adj. EBITDA Margin vs. Peers Adj. EBITDA Margin(1): Hydro (LRP) vs. Peers (Consensus) FY’21A FY’22A FY’23E Memo: FY’30E LRP Memo: Δ vs. ’23E +56bps +123bps +83bps +174bps +253bps +178bps +336bps Adj. EBITDA Margin Source: LRP, Company filings and FactSet as of January 24, 2024. (1) Unburdened by stock-based compensation expense. Hydro’s historical margin is lower than First Advantage and Sterling Check and expected to be lower through 2025E; also, Hydro’s long-term margin (in 2030E) remains lower vs. First Advantage or Sterling Check in 2025E FY’24E FY’25E Hydro LRP Hydro Actual Hydro Actual Hydro LRP Hydro LRP Hydro LRP

– Highly Confidential; For Discussion Purposes Only – 2023E 2024E Comparison of LRP Revenue vs. Consensus Estimates 4.9% 8.8% 7.3% Source: LRP, Wall Street research and FactSet as of January 24, 2024. Note: Dollars in millions. 0.6% $721 $729 $726 $722 $726 $782 $762 $785 $796 $861 $838 $832 2025E 10.0% 6.0% 9.7% 10.0% (9.6%) (10.0%) (10.5%) (10.6%) LRP Consensus Median Analyst Estimates Implied YoY Growth

– Highly Confidential; For Discussion Purposes Only – 2023E 2024E Comparison of LRP Adj. EBITDA vs. Consensus Est. 2025E 24.2% / +85bps 24.2% / +80bps 25.0% / +165bps 24.1% / +80bps 25.8% / +165bps 25.1% / +95bps 25.5% / +55bps 24.7% / +50bps 26.0% / +85bps 26.7% / +120bps 24.3% / (35bps) 26.4% / +60bps Source: LRP, Wall Street research and FactSet as of January 24, 2024. Note: Dollars in millions. Adj. EBITDA unburdened by stock-based compensation expense. Margin expansion figures rounded to the nearest 5bps. LRP Consensus Median Analyst Estimates Implied YoY Growth $179 $202 $191 $201 $193 $228 $218 $222 $174 $176 $175 $180

Illustrative Valuation Analysis Section 2

– Highly Confidential; For Discussion Purposes Only – Methodology Relevant Metrics Implied Share Price Range(1) 52-Week Trading Range Low: 9/12/23 / High: 12/2/22 Analyst Price Targets Discounted Cash Flow Terminal Multiple 11.75% - 13.00% WACC; 7.0x - 9.0x NTM Adj. EBITDA Multiple Trading Multiples 2024E Adj. EBITDA 7.0x - 9.0x 2024E Adj. EBITDA of $201mm $10.00 $8.75 $10.55 $12.80 $15.00 $13.15 $16.20 $17.95 Hydro Valuation Analysis Source: LRP, Wall Street research, Company filings and FactSet as of January 24, 2024. Note: Estimated balance sheet as of December 31, 2023. (1) Implied share price ranges rounded to the nearest $0.05. (2) Implied share price includes the value from tax attributes of the TRA attributable to common shareholders. (3) Reflects closing prices for the period ending as of unaffected date of November 17, 2023. (4) As of unaffected date of November 17, 2023. (5) Reflects low value of $10.00 - $12.00 price target range. For Reference Only (4) (3) 12/8 Proposal: $12.75 Low: High: (5) (2)

– Highly Confidential; For Discussion Purposes Only – Discounted Cash Flow Analysis Source: LRP. Note: Dollars in millions except per share amounts. Assumes mid-period discounting convention. Valuation and estimated balance sheet as of December 31, 2023. Equity value per share excludes the present value of tax attributes. (1) Unburdened by stock-based compensation expense. (2) Reflects tax deductible D&A. (3) Statutory tax rate of 26% per Hydro management. (4) Represents tax deductible D&A. Also includes $4.9mm of other non-cash adjustments in 2024E. Terminal NTM EBITDA Multiple Terminal NTM EBITDA Multiple 7.0x 8.0x 9.0x 7.0x 8.0x 9.0x 11.75% $1,637 $1,773 $1,909 $13.84 $15.75 $17.60 12.38% $1,588 $1,719 $1,849 $13.15 $14.99 $16.79 13.00% $1,541 $1,666 $1,792 $12.49 $14.25 $16.02 WACC Enterprise Value ($mm) Equity Value Per Share Fiscal Year Ending December 31, Terminal 2024E 2025E 2026E 2027E 2028E 2029E 2030E Year Revenue $785 $832 $874 $913 $950 $983 $1,013 $1,043 % Growth 8.8% 6.0% 5.0% 4.5% 4.0% 3.5% 3.0% 3.0% Adj. EBITDA(1) $201 $222 $242 $254 $268 $278 $287 $296 % Growth 11.2% 10.9% 8.6% 5.3% 5.2% 4.0% 3.1% 3.0% % Margin 25.5% 26.7% 27.6% 27.8% 28.2% 28.3% 28.3% 28.3% (Less): D&A(2) (18) (27) (27) (32) (32) (26) (25) (Less): SBC (25) (21) (22) (23) (24) (25) (25) (Less): Restructuring Costs (1) – – – – – – Taxable Income $157 $175 $193 $200 $212 $228 $237 % Growth 24.2% 11.7% 10.3% 3.5% 6.2% 7.6% 3.7% % Margin 19.9% 21.0% 22.1% 21.9% 22.3% 23.2% 23.4% (Less): Taxes(3) (41) (45) (50) (52) (55) (59) (62) After-tax Income $116 $129 $143 $148 $157 $169 $175 Plus: D&A(4) 23 27 27 32 32 26 25 (Less): Δ in NWC (10) (14) (5) (4) (3) (3) (3) (Less): Capex (23) (21) (22) (23) (24) (25) (25) Unlevered Free Cash Flow $106 $121 $143 $153 $161 $167 $172 % Growth 2.1% 14.6% 18.0% 7.1% 5.5% 3.2% 3.4%

– Highly Confidential; For Discussion Purposes Only – Valuation of Hydro Tax Attributes Cash Flow Benefit of Tax Receivable Agreement (TRA) Source: LRP, Hydro Management and Company filings. Note: Dollars in millions. Present value as of December 31, 2023. Assumes mid-period discounting convention. (1) 15% represents the TRA cash flow benefit retained by Hydro common shareholders. Pending updated information from Hydro Management Year Incurred >> 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2028E+ Year of Payment >> 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2030E+ Total Benefit $38 $35 $34 $17 $11 $16 $25 $73 (x) 15%(1) 15% 15% 15% 15% 15% 15% 15% 15% Benefit to Common $6 $5 $5 $3 $2 $2 $4 $11 PV of Implied Value Discount Rate Tax Attr. Per Share 11.75% $5 $4 $4 $2 $1 $1 $2 $4 $24 $0.33 13.00% $5 $4 $4 $2 $1 $1 $2 $4 $23 $0.32 11.75% $30 $25 $22 $10 $5 $7 $10 $25 $135 13.00% $30 $25 $21 $10 $5 $7 $10 $22 $130 TRA Cash Flow Payments Reference: PV of TRA Payments to Pre-IPO Shareholders Present Value (PV) of TRA Payments to Common Shareholders

– Highly Confidential; For Discussion Purposes Only – Selected Peer Companies Enterprise Market Total Debt / Beta Name Value ($mm) Cap ($mm) Debt Equity Levered (1) Unlevered (2) First Advantage $2,871 $2,473 $565 23% 1.31 1.11 Sterling Check 1,810 1,357 502 37% 1.30 1.00 Mean / Median 30% 1.30 1.06 Memo: Hydro (Unaff.)(3) $1,367 $715 $748 105% 1.28 0.72 Memo: Hydro (Curr.) $1,552 $899 $748 83% 1.31 0.81 WACC Analysis Source: LRP, Bloomberg, FactSet, Company filings and other market data as of January 24, 2024 and Duff and Phelps, 2023. (1) Represents two-year adjusted weekly average Beta. (2) Unlevered Beta equals (levered Beta / (1 + ((1 – tax rate) * debt / equity)). (3) Reflects figures as of unaffected date of November 17, 2023 and latest diluted share count per management. Hydro estimated balance sheet data as of December 31, 2023. (4) Statutory tax rate per LRP. (5) Represents United States 20-year treasury bond yield. (6) Duff & Phelps, 2023. (7) Duff & Phelps, 2023. Based on size premium for companies with $0.4bn - $2.4bn current market capitalization. (8) Based on latest available daily value of ICE BofA B US High Yield Index effective yield as of January 23, 2024. (9) WACC equals ((debt / capitalization * (cost of debt * (1 – tax rate))) + (equity / capitalization * levered cost of equity)). WACC Calculation Cost of Equity Unlevered Beta 0.975 Tax Rate(4) 26% Peer Mean Debt / Equity 30% Levered Beta 1.19 Risk Free Rate(5) 4.52% Market Risk Premium(6) 7.17% Size Premium(7) 1.21% Cost of Equity 14.3% Cost of Debt Pre-tax Cost of Debt(8) 7.7% After-tax Cost of Debt 5.7% % Equity 77% % Debt 23% WACC(9) 12.3% WACC Analysis Debt / Debt / Unlevered Beta Equity Total Cap. 0.90 0.975 1.05 20% 17% 11.9% 12.4% 12.9% 30% 23% 11.8% 12.3% 12.8% 40% 29% 11.7% 12.2% 12.7%

– Highly Confidential; For Discussion Purposes Only – FY'22A - 23E FY'23E - 25E FY'24E FY'24E FY'23E - 25E EV / Equity Enterprise Revenue Revenue Gross Adj. EBITDA Adj. EBITDA FY'24E Company Value ($mn) Value ($mn) Growth CAGR Margin Margin CAGR Adj. EBITDA $2,473 $2,871 (4.7%) 8.2% 51.0% 32.0% 11.2% 10.8x 1,357 1,810 (5.7%) 6.9% 48.1% 27.2% 12.0% 8.9x Peer Median (5.2%) 7.6% 49.6% 29.6% 11.6% 9.8x Memo: Hydro Cons.(1) 715 1,367 (10.0%) 7.4% 49.5% 25.1% 11.4% 7.1x Memo: LRP(1) 715 1,367 (10.5%) 7.4% 47.6% 25.5% 11.1% 6.8x Public Trading Metrics and Financial Outlook vs. Peers Source: LRP, Company filings and FactSet as of January 24, 2024. Note: Adj. EBITDA unburdened by stock-based compensation expense. Hydro estimated balance sheet data as of December 31, 2023. Peer balance sheet data as of September 30, 2023. (1) As of unaffected date of November 17, 2023.

– Highly Confidential; For Discussion Purposes Only – PT Prem. / (Disc.) Broker Price Target (PT) to Unaff. Share Price Valuation Methodology Hydro Unaffected Hydro Current Price +26% +49% n.a. +49% 10.5x FY'24E Adj. EPS (Base Case) +29% 8.0x FY'24E EBITDA +19% ~9.0x FY'24E Adj, EPS +11% 6.25x NTM + 1 Year EBITDA +9% ~8.0x FY'24E EBITDA (Base Case) +9% n.a. +9% 6.7x FY'25E EBITDA n.a. 6.0 - 6.5x FY'25E EBITDA (0%) ~11.8x FY'24E Adj. EPS - SBC n.a. 7.5x FY'24E EBITDA (Base Case) n.a. Valued on FY'24E Adj. EPS Median +10% $10.05 $12.64 $15.00 $15.00 $13.00 $12.00 $11.20 $11.00 $11.00 $11.00 $10.00 - $12.00 $10.00 n.a. n.a. $11.10 Analyst Price Targets Prior to Unaffected Date Source: Wall Street research and FactSet as of January 24, 2024. (1) Rating as of August 8, 2023. (2) Reflects 8.3x P/E multiple if using FY’24E Barclays Adj. EPS. (3) No price target provided. (4) Valuation discussed on P/E basis. Buy Hold (3) (3,4) (1) (2)

Selected Precedents and Next Steps Section 3

– Highly Confidential; For Discussion Purposes Only – Premia in Selected Precedent Minority “Squeeze Out” Transactions Selected Precedent Minority “Squeeze Out” Transactions(1) Source: Company filings and FactSet as of January 24, 2024. Note: Dollars in billions. (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last ~10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=13). (2) Reflects unaffected date of first bid. (3) Reflects 30 trading days. (4) Reflects unaffected date of transaction announcement. (5) On June 24, 2013, Crown Media filed an amendment to its Schedule 13D disclosing it was evaluating a “short-form merger to eliminate the minority stockholders”. Final price reflects 151% premium to share price on June 24, 2013. % of Implied Initial Bid Premium to Initial to Final Bid Premium to Equity Enterprise Unaff. 30-Day Final Bid Unaff. 30-Day Date Target Acquiror Owned Value Price VWAP % Increase Price VWAP Aug-23 SciPlay Light & Wonder 83% $2.5 29% 17% 15% 47% 34% Dec-22 Weber BDT Capital 72% 3.7 24% (4%) 29% 60% 24% Jun-22 Convey Health TPG Capital 75% 1.1 66% 46% 17% 143% 99% Nov-20 Urovant Sciences Sumitovant Bio 72% 0.7 55% 46% 30% 96% 92% Aug-20 Akcea Thera. Ionis Pharma 76% 1.5 42% 33% 13% 59% 56% Aug-20 Hudson Dufry AG 57% 1.1 24% 12% 23% 50% 64% Feb-20 AVX KYOCERA 72% 2.9 30% 26% 12% 45% 40% Jun-18 Foundation Medicine Roche 57% 5.3 30% 49% 3% 29% 47% Nov-16 Synutra Investor Group 64% 0.8 54% 26% 2% 58% 29% Sep-16 Federal-Mogul Icahn 82% 2.1 41% 61% 43% 101% 130% Mar-16 Crown Media Hallmark 90% 4.4 2% 13% 0% 2% 13% Sep-13 Cornerstone Thera. Chiesi Farmaceutici 58% 0.3 22% 20% 45% 78% 74% Mar-13 Sauer-Danfoss Danfoss 76% 2.6 24% 24% 19% 49% 48% 25th Percentile 64% 24% 17% 12% 47% 34% Median 72% 30% 26% 17% 58% 48% 75th Percentile 76% 42% 46% 29% 78% 74% (5) (2) (3) (4) (3)

– Highly Confidential; For Discussion Purposes Only – Timing in Selected Precedent Minority “Squeeze Out” Transactions Timing in Selected Precedent Minority “Squeeze Out” Transactions (1) Source: Company filings and FactSet as of January 24, 2024. (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last ~10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=13). Days Between # of Initial & Initial Bid Signing Initial Bid Date Target Acquiror Bids Final Bid & Signing & Closing & Closing Aug-23 SciPlay Light & Wonder 5 78 82 n.a. n.a. Dec-22 Weber BDT Capital 5 36 48 72 120 Jun-22 Convey Health TPG Capital 3 42 47 109 156 Nov-20 Urovant Sciences Sumitovant Bio 5 4 6 137 143 Aug-20 Akcea Thera. Ionis Pharma 4 9 11 43 54 Aug-20 Hudson Dufry AG 3 40 44 103 147 Feb-20 AVX KYOCERA 4 62 86 38 124 Jun-18 Foundation Medicine Roche 4 3 3 43 46 Nov-16 Synutra Investor Group 2 239 308 180 488 Sep-16 Federal-Mogul Icahn 4 309 191 139 330 Mar-16 Crown Media Hallmark 1 – 54 – 54 Sep-13 Cornerstone Thera. Chiesi Farmaceutici 5 205 209 141 350 Mar-13 Sauer-Danfoss Danfoss 5 85 93 42 135 25th Percentile 3 9 44 43 104 Median 4 42 54 88 139 75th Percentile 5 85 93 138 200

– Highly Confidential; For Discussion Purposes Only – Non-Economic Terms in Selected Precedent Minority “Squeeze Out” Transactions Non-Economic Terms in Selected Precedent Minority “Squeeze Out” Transactions(1) Source: Company filings and FactSet as of January 24, 2024. (1) All-cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last 10 years. Excludes transactions in realestate, energy, financial institutions and oil and gas industries (n=11). (2) Acquisition was conditioned upon completion of an equity rights offering by Dufry, which required the approval of its shareholders. Merger agreement included an additional reverse termination fee payable to Hudson if Dufry failed to gain approval of its equity rights offering, which was to provide capital to consummate the merger. Structure Non-Economic Terms Merger or Go-Shop Majority of Written No Financing Reverse Date Target Acquiror Tender Provision Minority? Consent Contingency? Term. Fee? Aug-23 SciPlay Light & Wonder Merger Dec-22 Weber BDT Capital Merger Jun-22 Convey Health TPG Capital Merger Nov-20 Urovant Sciences Sumitovant Bio Merger Aug-20 Akcea Thera. Ionis Pharma Tender Aug-20 Hudson Dufry AG Merger Feb-20 AVX KYOCERA Tender Jun-18 Foundation Medicine Roche Tender Nov-16 Synutra Investor Group Merger Sep-16 Federal-Mogul Icahn Tender Mar-16 Crown Media Hallmark Tender Sep-13 Cornerstone Thera. Chiesi Farmaceutici Merger Mar-13 Sauer-Danfoss Danfoss Tender % of Deals 15% 46% 23% 92% 23% (2)

– Highly Confidential; For Discussion Purposes Only – Illustrative Analysis At Various Prices 12/8 Bidder Proposal Source: LRP, Company filings and FactSet as of January 24, 2024. Note: Dollars in millions except per share amounts. Diluted share count as of latest equity personnel plan provided by management on January 8, 2024. (1) As of unaffected date of November 17, 2023. (2) Reflects volume-weighted average price over 30 trading day period through unaffected date of November 17, 2023. (3) Reflects Estimated balance sheet as of December 31, 2023. (4) Unburdened by stock-based compensation expense. Unaffected Share Price(1) Share Price $10.05 $12.75 $13.00 $14.00 $15.00 $16.00 $17.00 % Premium / (Discount) to: Unaffected Price (11/17/23) $10.05 -- +27% +29% +39% +49% +59% +69% 30-Day VWAP (2) $9.78 +3% +30% +33% +43% +53% +64% +74% Implied Equity Value $715 $907 $925 $996 $1,067 $1,138 $1,212 Plus: Net Debt and NCI(3) 653 653 653 653 653 653 653 Implied Enterprise Value $1,367 $1,559 $1,577 $1,648 $1,720 $1,791 $1,865 LRP EV / Adj. EBITDA(4) 2023E $180 7.6x 8.6x 8.7x 9.1x 9.5x 9.9x 10.3x 2024E $201 6.8x 7.8x 7.9x 8.2x 8.6x 8.9x 9.3x Hydro Consensus (1) EV / Adj. EBITDA(4) 2023E $175 7.8x 8.9x 9.0x 9.4x 9.8x 10.2x 10.6x 2024E $191 7.1x 8.2x 8.2x 8.6x 9.0x 9.4x 9.7x

– Highly Confidential; For Discussion Purposes Only – Next Steps ▪ Discuss and align on response to Bidders

Appendix Supporting Materials

– Highly Confidential; For Discussion Purposes Only – Overview of the Bidders’ December 8th Proposal ▪ $12.75 per share in cash for all outstanding shares of Hydro common stock – Proposal states offer price represents an approximately 30% premium over the unaffected 30-day VWAP of $9.78(1) Headline Offer ▪ Assumption of all indebtedness and liabilities of the Company, including obligations under the Tax Receivable Agreement (“TRA”) ▪ Non-waivable condition requires: – Approval and recommendation to board by Special Committee – Approval of a “majority of the minority” ▪ Bidders do not intend to sell their respective stakes in the Company to any third party as part of the potential transaction ▪ If a transaction is not consummated, Bidders intend to remain as long-term stockholders ▪ No indication provided to date regarding timing, financing and other associated contingencies, or approvals required by each of the respective Bidders Other Key Terms Certain Conditions of Proposal Proposal Overview Implied Offer Metrics Source: Bidders’ non-binding proposal received on December 8, 2023, LRP and FactSet as of January 24, 2023. Note: Dollars in millions, except per share amounts. (1) Reflects volume-weighted average price over 30 trading day period through unaffected date of November 17, 2023. (2) Reflects estimated balance sheet as of December 31, 2023. (3) Unburdened by stock-based compensation expense. Share Price $12.75 % Premium / (Discount) to: Unaffected Price (11/17/23) $10.05 +27% 30-Day VWAP (1) $9.78 +30% Implied Equity Value $907 Plus: Net Debt and NCI(2) 653 Implied Enterprise Value $1,559 LRP EV / Adj. EBITDA(3) 2023E $180 8.6x 2024E $201 7.8x Hydro Consensus (as of November 17, 2023) EV / Adj. EBITDA(3) 2023E $175 8.9x 2024E $191 8.2x

– Highly Confidential; For Discussion Purposes Only – 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x Nov-21 Jun-22 Dec-22 Jul-23 Jan-24 Average Multiple (3) 2-Yr. 1-Yr. 6-Mo. 3-Mo. Hydro 8.5x 7.8x 7.4x 7.1x Sterling Check 9.1x 7.6x 7.8x 8.0x First Advantage 9.2x 9.0x 9.3x 9.8x Multiples Over Time Source: Public filings and FactSet as of January 24, 2024. Note: Reflects multiples since approximately 1-month after Hydro IPO due to lack of estimates. (1) Unburdened by stock-based compensation expense. (2) Hydro metrics as of unaffected date of November 17, 2023. Peer metrics as of January 24, 2024 7.2x 10.8x (NTM Adj. EBITDA Multiple as of 11/17/23) 8.1x 14.3x 13.3x Hydro Consensus 14.1x 8.8x EV / NTM Adj. EBITDA Over Time(1) Δ: Hydro Multiple vs Peers Through Unaffected Date (6.0x) (4.0x) (2.0x) 0.0x +2.0x Nov-21 Jun-22 Dec-22 Jul-23 (2.0x) (1.0x) (0.7x) (0.7x) Nov-23

– Highly Confidential; For Discussion Purposes Only – 56% 58% 67% 75% 14% 15% 14% 3% 30% 27% 19% 22% Nov-21 Apr-22 Apr-23 Current 75% 59% 61% 62% 8% 4% 5% 4% 16% 37% 34% 35% Jun-21 Apr-22 Apr-23 Current 64% 62% 61% 53% 19% 18% 20% 14% 17% 19% 19% 33% Sep-21 Apr-22 Apr-23 Current Public Float Over Time Source: Company filings, press releases and FactSet as of January 24, 2024. (1) Reflects unaffected date as of November 17, 2023. Hydro Goldman Sachs Gulf and Shore Insiders / Former Mgt. Public Float First Advantage Silver Lake Insiders / Other Public Float Sterling Check Insiders / Former Mgt. Public Float Goldman Sachs executed a secondary offering in June 2023 ~$150(1) Public Float Market Value ($mm) ~$450 ~$380 ~$150 ~$410 Public Float Market Value ($mm) ~$370 ~$490 ~$210 ~$830 Public Float Market Value ($mm) ~$360 ~$1,020 ~$640 Silver Lake executed a secondary offering in November 2021 RJC GIS Holdings, LLC ownership has declined from ~11% to 3% since the proxy filed April 14, 2023

– Highly Confidential; For Discussion Purposes Only – Hydro Public Market Overview and Fully-Diluted Share Count Source: Hydro Management, Company Filings and FactSet as of January 24, 2024. Note: Share count and capitalization table as of January 8, 2024 per Hydro Management. Estimated balance sheet as of December 31, 2023. (1) Reflects dilution utilizing treasury stock method. (2) Includes 2.13mm shares owned by RJC GIS Holdings, LLC per data provided by Hydro Management on January 8, 2024 and 43k and 64k shares for Guy Abramo and Scott Collins respectively per latest publicly available information. Public Market Overview Unaffected Current Share Price ($) $10.05 $12.64 Basic Shares Outstanding (mm) 67.4 67.4 (Plus): Options + PSUs + RSUs(1) 3.8 3.8 Diluted Shares Outstanding (mm) 71.1 71.1 Equity Value ($mm) $715 $899 (Less): Cash (113.2) (113.2) (Plus): Debt 748.1 748.1 (Plus): NCI 17.7 17.7 Memo: Net Debt 634.9 634.9 Enterprise Value $1,367 $1,552 Type Price Number of Shares (000s) $15.97 2,589 $17.57 103 $18.05 192 $23.00 13 Option - 2018 Total 2,896 $7.61 22 $10.47 42 $13.18 17 $14.14 15 $16.41 102 $19.00 1,398 Option - 2021 Total 1,597 PSUs 2,291 RSUs 1,463 Options + PSUs + RSUs 8,247 Option - 2018 Option - 2021 Capitalization Table Shares % Own. General Atlantic 32.1 48% Stone Point 18.5 27% Insiders / Former Management(2) 2.2 3% Remaining Public Float 14.5 22% Total Basic Shares 67.4 100%

– Highly Confidential; For Discussion Purposes Only – – $2 $4 $6 $8 $10 $12 $14 Nov-22 Feb-23 May-23 Aug-23 Nov-23 LTM Share Price Prior to the Unaffected Date Hydro LTM Share Price (as of November 17, 2023)(1) August 8, 2023 Hydro announced Q2’23 earnings beating quarterly consensus estimates for revenue and Adj. EBITDA by +3% and +27%, respectively; stock traded up +1% November 7, 2023 Hydro announced Q3’23 earnings beating quarterly consensus estimates for revenue and Adj. EBITDA by +1% and +4%, respectively; stock traded up +1% Source: Company filings and FactSet as of January 24, 2024. Note: Percentages in annotations reflect one-day impact to unaffected share price. (1) Reflects date of Gulf and Shore’s 13D filings after market close. $9.14 November 17, 2023 Gulf and Shore posted Schedule 13D filings after market close March 9, 2023 Hydro announced Q4’22 earnings beating quarterly consensus estimates for revenue and Adj. EBITDA by +3% and +20% respectively; stock traded up +8% +10% $10.05 $13.14 High: (12/2/22) $8.75 Low: (9/12/23) May 9, 2023 Hydro announced Q1’23 earnings beating consensus estimates for quarterly revenue by +2% and missing quarterly estimates for Adj. EBITDA by (11%); stock traded down (5%)

Exhibit c(v)

– Highly Confidential Draft; For Discussion Purposes Only – February 15, 2024 Discussion Materials for the Special Committee Project Hydro

– Highly Confidential Draft; For Discussion Purposes Only – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of HireRight Holdings Corporation (“Hydro”, the “Company” or the “Special Committee”) in connection with its evaluation of proposed strategic alternatives for Hydro and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Hydro and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Hydro. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Hydro or any other entity, or concerning the solvency or fair value of Hydro or any other entity. Any financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing any financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Hydro. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Hydro (in its capacity as such) in its consideration of strategic alternatives, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Hydro or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating strategic alternatives, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

– Highly Confidential Draft; For Discussion Purposes Only – Overview of the Bidders’ February 14th Proposal Proposal Overview Implied Offer Metrics Source: Draft Merger Agreement, LRP and FactSet as of February 14, 2024. Note: Dollars in millions, except per share amounts. Share count as of February 12, 2024. (1) Reflects volume-weighted average price over 30 trading day period through unaffected date of November 17, 2023. (2) Reflects balance sheet as of December 31, 2023. (3) Unburdened by stock-based compensation expense. Offer Price $14.35 % Premium / (Discount) to: Unaffected Price (11/17/23) $10.05 +43% 30-Day VWAP (1) $9.78 +47% Implied Equity Value $1,006 Plus: Net Debt and NCI(2) 644 Implied Enterprise Value $1,650 LRP EV / Adj. EBITDA(3) 2023E $180 9.2x 2024E $201 8.2x Hydro Consensus (as of November 17, 2023) EV / Adj. EBITDA(3) 2023E $175 9.4x 2024E $191 8.6x Preliminary Merger Agreement Terms – Subject to Negotiations ▪ Proposal to acquire for cash all outstanding shares of Hydro not owned by Gulf and Shore (“Bidders”) ▪ Purchase price of $14.35 per share in cash Headline Offer ▪ Acquisition of Hydro by Bidders as follows: one-step merger pursuant to which a wholly owned sub of Parent will merge with and into Hydro, with Hydro continuing as the surviving corporation and a wholly owned subsidiary of Parent Transaction Structure Certain Closing Conditions ▪ Hydro required to pay a termination fee of $30mm, equivalent to 3% of Hydro’s implied equity value if the merger agreement is terminated under the following circumstances: – Hydro terminates the merger to accept a superior proposal; – Parent terminates merger because Hydro Board changes its recommendation; or – Failure to obtain Hydro stockholder approval, Parent or Hydro terminates the merger agreement prior to the effective date and time, or breach by Hydro, but only if an alternative proposal was previously announced and Hydro signs or consummates an alternative acquisition within 12 months of such termination Certain Termination Provisions and Fees ▪ Hydro majority of the minority stockholder approval ▪ Receipt of U.S. antitrust clearance or expiration of HSR waiting period ▪ Generally, no breach of representations and warranties, subject to varying degrees of materiality ▪ Absence of a material adverse effect with respect to Hydro Financing; Reverse Termination Fee ▪ No financing closing condition, but if financing is not available at close, Hydro can terminate and collect a reverse termination fee of $65mm, equivalent to 6.5% of Hydro’s implied equity value

– Highly Confidential Draft; For Discussion Purposes Only – – $2 $4 $6 $8 $10 $12 $14 Nov-22 Feb-23 May-23 Aug-23 Nov-23 Hydro LTM Share Price Prior to the Unaffected Date Share Price Performance (as of November 17, 2023)(1) August 8, 2023 Hydro announced Q2’23 earnings beating quarterly consensus estimates for revenue and Adj. EBITDA by +3% and +27%, respectively; stock traded up +1% November 7, 2023 Hydro announced Q3’23 earnings beating quarterly consensus estimates for revenue and Adj. EBITDA by +1% and +4%, respectively; stock traded up +1% Source: Company filings and FactSet as of February 14, 2024. Note: Percentages in annotations reflect one-day impact to unaffected share price. Reflects closing prices for the period ending as of unaffected date of November 17, 2023. (1) Reflects date of Gulf and Shore’s 13D filings after market close. $9.14 November 17, 2023 Schedule 13Ds filed after market close March 9, 2023 Hydro announced Q4’22 earnings beating quarterly consensus estimates for revenue and Adj. EBITDA by +3% and +20% respectively; stock traded up +8% +10% $10.05 $13.14 High: (12/2/22) $8.75 Low: (9/12/23) May 9, 2023 Hydro announced Q1’23 earnings beating consensus estimates for quarterly revenue by +2% and missing quarterly estimates for Adj. EBITDA by (11%); stock traded down (5%)

– Highly Confidential Draft; For Discussion Purposes Only – LRP Summary Source: LRP and Company filings. Note: Dollars in millions. (1) Included in Indirect Expenses. Historical Projections '23E - '25E '25E - '30E 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E CAGR CAGR Total Revenue $730 $807 $722 $785 $832 $874 $913 $950 $983 $1,013 +7.4% +4.0% YoY Growth 10.5% (10.5%) 8.8% 6.0% 5.0% 4.5% 4.0% 3.5% 3.0% Data Costs & Other Direct (291) (319) (278) (315) (329) (341) (356) (370) (383) (396) +8.7% +3.8% Direct Labor (116) (115) (94) (96) (101) (104) (108) (111) (112) (114) +3.6% +2.5% Other (0) (2) – – – – – – – – Gross Profit $323 $371 $350 $373 $403 $429 $449 $469 $487 $503 +7.3% +4.5% % Margin 44.3% 46.0% 48.5% 47.6% 48.4% 49.1% 49.1% 49.3% 49.6% 49.7% Indirect Labor (98) (118) (118) (127) (128) (134) (140) (146) (153) (159) +3.9% +4.5% Indirect Expenses (67) (81) (76) (80) (80) (82) (83) (85) (81) (82) +2.6% +0.5% Restructuring & O ne-time Costs (23) (2) (24) (1) – – – – – – Depreciation & Amortization (78) (72) (75) (74) (75) (75) (56) (32) (32) (32) Operating Income $57 $98 $56 $92 $120 $138 $169 $205 $221 $230 +46.0% +13.9% Plus: D&A 78 72 75 74 75 75 56 32 32 32 Plus: Amort. of Cap. Cloud-Based SW(1) – 3 7 8 7 7 7 7 1 – Plus: SBC & Other Adjustments 25 16 42 26 21 22 23 24 25 25 Adjusted EBITDA $160 $188 $180 $201 $222 $242 $254 $268 $278 $287 +11.1% +5.2% % Margin 21.9% 23.4% 25.0% 25.5% 26.7% 27.6% 27.8% 28.2% 28.3% 28.3% Tax-deductible D&A $15 $13 $19 $18 $27 $27 $32 $32 $26 $25 % of Revenue 2.1% 1.6% 2.6% 2.3% 3.2% 3.1% 3.5% 3.3% 2.6% 2.5% Capex $14 $17 $14 $23 $21 $22 $23 $24 $25 $25 % of Revenue 1.9% 2.1% 1.9% 3.0% 2.5% 2.5% 2.5% 2.5% 2.5% 2.5%

– Highly Confidential Draft; For Discussion Purposes Only – Methodology Relevant Metrics Implied Share Price Range(1) 52-Week Trading Range Low: 9/12/23 / High: 12/2/22 Analyst Price Targets Discounted Cash Flow Terminal Multiple 11.75% - 13.00% WACC; 7.0x - 9.0x NTM Adj. EBITDA Multiple Trading Multiples 2024E Adj. EBITDA 7.0x - 9.0x 2024E Adj. EBITDA of $201mm $10.00 $8.75 $10.85 $13.10 $15.00 $13.15 $16.55 $18.30 Hydro Valuation Analysis Source: LRP, Wall Street research, Company filings and FactSet as of February 14, 2024. Note: Balance sheet as of December 31, 2023. Share count as of February 12, 2024. (1) Implied share price ranges rounded to the nearest $0.05. (2) Implied share price includes the value from tax attributes of the TRA attributable to common shareholders. (3) Reflects closing prices for the 52-week period ending as of unaffected date of November 17, 2023. (4) As of unaffected date of November 17, 2023. (5) Reflects low value of $10.00 - $12.00 price target range. For Reference Only (4) (3) 2/14 Proposal: $14.35 Low: High: (5) (2)

– Highly Confidential Draft; For Discussion Purposes Only – Discounted Cash Flow Analysis Source: LRP. Note: Dollars in millions except per share amounts. Assumes mid-period discounting convention. Valuation and balance sheet as of December 31, 2023. Equity value per share excludes the present value of tax attributes. Share count as of February 12, 2024. (1) Unburdened by stock-based compensation expense. (2) Reflects tax deductible D&A. (3) Statutory tax rate of 26% per Hydro management. (4) Represents tax deductible D&A. Also includes $4.9mm of other non-cash adjustments in 2024E. Fiscal Year Ending December 31, Terminal 2024E 2025E 2026E 2027E 2028E 2029E 2030E Year Revenue $785 $832 $874 $913 $950 $983 $1,013 $1,043 % Growth 8.8% 6.0% 5.0% 4.5% 4.0% 3.5% 3.0% 3.0% Adj. EBITDA(1) $201 $222 $242 $254 $268 $278 $287 $296 % Growth 11.2% 10.9% 8.6% 5.3% 5.2% 4.0% 3.1% 3.0% % Margin 25.5% 26.7% 27.6% 27.8% 28.2% 28.3% 28.3% 28.3% (Less): D&A(2) (18) (27) (27) (32) (32) (26) (25) (Less): SBC (25) (21) (22) (23) (24) (25) (25) (Less): Restructuring Costs (1) – – – – – – Taxable Income $157 $175 $193 $200 $212 $228 $237 % Growth 24.2% 11.7% 10.3% 3.5% 6.2% 7.6% 3.7% % Margin 19.9% 21.0% 22.1% 21.9% 22.3% 23.2% 23.4% (Less): Taxes(3) (41) (45) (50) (52) (55) (59) (62) After-tax Income $116 $129 $143 $148 $157 $169 $175 Plus: D&A(4) 23 27 27 32 32 26 25 (Less): Δ in NWC (10) (14) (5) (4) (3) (3) (3) (Less): Capex (23) (21) (22) (23) (24) (25) (25) Unlevered Free Cash Flow $106 $121 $143 $153 $161 $167 $172 % Growth 2.1% 14.6% 18.0% 7.1% 5.5% 3.2% 3.4% Enterprise Value ($mm) Equity Value Per Share Terminal NTM EBITDA Multiple Terminal NTM EBITDA Multiple 7.0x 8.0x 9.0x 7.0x 8.0x 9.0x 11.75% $1,637 $1,773 $1,909 $14.16 $16.09 $17.95 12.38% $1,588 $1,719 $1,849 $13.46 $15.32 $17.14 13.00% $1,541 $1,666 $1,792 $12.79 $14.58 $16.35 WACC

– Highly Confidential Draft; For Discussion Purposes Only – Selected Peer Companies Enterprise Market Total Debt / Beta Name Value ($mm) Cap ($mm) Debt Equity Levered (1) Unlevered (2) First Advantage $2,964 $2,566 $565 22% 1.32 1.12 Sterling Check 1,744 1,292 502 39% 1.31 1.00 Median 30% 1.31 1.06 Memo: Hydro (Unaff.)(3) $1,349 $705 $750 106% 1.28 0.72 Memo: Hydro (Curr.) $1,544 $900 $750 83% 1.29 0.80 WACC Analysis Source: LRP, Bloomberg, FactSet, Company filings and other market data as of February 14, 2024 and Duff and Phelps, YE 2023. (1) Represents two-year adjusted weekly average Beta. (2) Unlevered Beta equals (levered Beta / (1 + ((1 – tax rate) * debt / equity)). (3) Reflects figures as of unaffected date of November 17, 2023 and share count as of February 12, 2024. Hydro balance sheet data as of December 31, 2023. (4) Statutory tax rate per LRP. (5) Represents United States 20-year treasury bond yield. (6) Duff & Phelps, YE 2023. (7) Duff & Phelps, YE 2023. Based on size premium for companies with $0.6bn - $3.0bn current market capitalization. (8) Based on latest available daily value of ICE BofA B US High Yield Index effective yield as of February 13, 2024. (9) WACC equals ((debt / capitalization * (cost of debt * (1 – tax rate))) + (equity / capitalization * levered cost of equity)). WACC Calculation Cost of Equity Unlevered Beta 0.975 Tax Rate(4) 26% Peer Mean Debt / Equity 30% Levered Beta 1.19 Risk Free Rate(5) 4.57% Market Risk Premium(6) 7.17% Size Premium(7) 1.24% Cost of Equity 14.4% Cost of Debt Pre-tax Cost of Debt(8) 7.7% After-tax Cost of Debt 5.7% % Equity 77% % Debt 23% WACC(9) 12.4% WACC Analysis Debt / Debt / Unlevered Beta Equity Total Cap. 0.90 0.975 1.05 20% 17% 12.0% 12.5% 13.0% 30% 23% 11.9% 12.4% 12.9% 40% 29% 11.8% 12.3% 12.8%

– Highly Confidential Draft; For Discussion Purposes Only – FY'22A - 23E FY'23E - 25E FY'24E FY'24E FY'23E - 25E EV / Equity Enterprise Revenue Revenue Gross Adj. EBITDA Adj. EBITDA FY'24E Company Value ($mn) Value ($mn) Growth CAGR Margin Margin CAGR Adj. EBITDA $2,566 $2,964 (4.7%) 8.2% 51.0% 32.0% 11.2% 11.2x 1,292 1,744 (5.7%) 6.9% 48.1% 27.2% 12.0% 8.5x Peer Median (5.2%) 7.6% 49.6% 29.6% 11.6% 9.9x Memo: Hydro Cons.(1) 705 1,349 (10.0%) 7.4% 49.5% 25.1% 11.4% 7.1x Memo: LRP(1) 705 1,349 (10.5%) 7.4% 47.6% 25.5% 11.1% 6.7x Public Trading Metrics and Financial Outlook vs. Peers Source: LRP, Company filings and FactSet as of February 14, 2024. Note: Adj. EBITDA unburdened by stock-based compensation expense. Hydro balance sheet data as of December 31, 2023. Peer balance sheet data as of September 30, 2023. (1) As of unaffected date of November 17, 2023.

– Highly Confidential Draft; For Discussion Purposes Only – Appendix Supporting Materials

– Highly Confidential Draft; For Discussion Purposes Only – Valuation of Hydro Tax Attributes Cash Flow Benefit of Tax Receivable Agreement (TRA) Source: LRP, Hydro Management and Company filings. Note: Dollars in millions. Present value as of December 31, 2023. Assumes mid-period discounting convention. (1) 15% represents the TRA cash flow benefit retained by Hydro common shareholders. (2) Based on fully diluted shares at midpoint of DCF value. Year Incurred >> 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2028E+ Year of Payment >> 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2030E+ Total Benefit $32 $25 $27 $29 $20 $10 $19 $87 (x) 15%(1) 15% 15% 15% 15% 15% 15% 15% 15% Benefit to Common $5 $4 $4 $4 $3 $1 $3 $13 PV of Implied Value Discount Rate Tax Attr. Per Share 11.75% $5 $3 $3 $3 $2 $1 $1 $5 $23 $0.32 13.00% $5 $3 $3 $3 $2 $1 $1 $4 $22 $0.31 11.75% $26 $18 $17 $16 $10 $5 $8 $28 $128 13.00% $26 $18 $17 $16 $10 $4 $7 $25 $123 TRA Cash Flow Payments Reference: PV of TRA Payments to Pre-IPO Shareholders Present Value (PV) of TRA Payments to Common Shareholders (2)

– Highly Confidential Draft; For Discussion Purposes Only – Illustrative Analysis At Various Prices Source: LRP, Company filings and FactSet as of February 14, 2024. Note: Dollars in millions except per share amounts. Share count as of February 12, 2024. (1) As of unaffected date of November 17, 2023. (2) Reflects volume-weighted average prices through unaffected date of November 17, 2023. (3) Reflects balance sheet as of December 31, 2023. (4) Unburdened by stock-based compensation expense. 12/8 Proposal Unaffected Share Price(1) 1/31 Proposal 2/8 Proposal 2/13 Proposal Share Price $10.05 $12.75 $13.00 $14.10 $14.25 $14.35 % Premium / (Discount) to: Unaffected Price (11/17/23) $10.05 -- +27% +29% +40% +42% +43% 30-Day VWAP (2) $9.78 +3% +30% +33% +44% +46% +47% 52-Week High (12/2/22) (1) $13.14 (24%) (3%) (1%) +7% +8% +9% 52-Week Low (9/12/23) (1) $8.75 +15% +46% +49% +61% +63% +64% Fully Diluted Shares Outstanding 70.1 70.1 70.1 70.1 70.1 70.1 Implied Equity Value $705 $894 $911 $989 $999 $1,006 Plus: Debt and NCI(3) 768 768 768 768 768 768 Less: Cash(3) (123) (123) (123) (123) (123) (123) Implied Enterprise Value $1,349 $1,538 $1,556 $1,633 $1,643 $1,650 Non-Bidder Shares 16.7 16.7 16.7 16.7 16.7 16.7 Non-Bidder Equity Value $168 $213 $217 $236 $238 $240 LRP EV / Adj. EBITDA(4) 2023E $180 7.5x 8.5x 8.6x 9.1x 9.1x 9.2x 2024E $201 6.7x 7.7x 7.8x 8.1x 8.2x 8.2x Hydro Consensus (1) EV / Adj. EBITDA(4) 2023E $175 7.7x 8.8x 8.9x 9.3x 9.4x 9.4x 2024E $191 7.1x 8.0x 8.1x 8.5x 8.6x 8.6x 2/14 Proposal

– Highly Confidential Draft; For Discussion Purposes Only – PT Prem. / (Disc.) Broker Price Target (PT) to Unaff. Share Price Valuation Methodology Hydro Unaffected Hydro Current Price +28% +49% n.a. +49% 10.5x FY'24E Adj. EPS (Base Case) +29% 8.0x FY'24E EBITDA +19% ~9.0x FY'24E Adj, EPS +11% 6.25x NTM + 1 Year EBITDA +9% ~8.0x FY'24E EBITDA (Base Case) +9% n.a. +9% 6.7x FY'25E EBITDA n.a. 6.0 - 6.5x FY'25E EBITDA (0%) ~11.8x FY'24E Adj. EPS - SBC n.a. 7.5x FY'24E EBITDA (Base Case) n.a. Valued on FY'24E Adj. EPS Median +10% $10.05 $12.83 $15.00 $15.00 $13.00 $12.00 $11.20 $11.00 $11.00 $11.00 $10.00 - $12.00 $10.00 n.a. n.a. $11.10 Analyst Price Targets Prior to Unaffected Date Source: Wall Street research and FactSet as of February 14, 2024. (1) Rating as of August 8, 2023. (2) Reflects 8.3x P/E multiple if using FY’24E Barclays Adj. EPS. (3) No price target provided. (4) Valuation discussed on P/E basis. Buy Hold (3) (3,4) (1) (2)

13 – Highly Confidential Draft; For Discussion Purposes Only – Shares Under TSM (000s) Number of Unaffected Offer Type Price Shares (000s) Price ($10.05) Price ($14.35) $15.97 2,589 – – $17.57 103 – – $18.05 192 – – $23.00 13 – – Total 2018 Options 2,896 – – $7.61 22 5 11 $10.47 42 – 11 $13.18 17 – 1 $14.14 15 – 0 $16.41 102 – – $19.00 1,398 – – Total 2021 Options 1,597 5 23 TSR PRSUs(2) 1,009 – – AEBITDA PRSUs 1,273 1,273 1,273 Company RSUs 1,472 1,472 1,472 Options + PRSUs + RSUs 8,247 2,751 2,769 2018 Company Options 2021 Company Options Capitalization Table Shares % Own. General Atlantic 32.1 48% Stone Point 18.5 27% Remaining Shares 16.7 25% Total Basic Shares 67.4 100% Hydro Public Market Overview and Fully-Diluted Share Count Source: Hydro Management, Company Filings and FactSet as of February 14, 2024. Note: Share count and capitalization table as of February 12, 2024. Balance sheet as of December 31, 2023. (1) Reflects dilution utilizing treasury stock method. (2) To be cancelled for no consideration in transaction. Public Market Overview Unaffected Offer Price Share Price ($) $10.05 $14.35 Basic Shares Outstanding (mm) 67.4 67.4 (Plus): Options + PRSUs + RSUs(1) 2.8 2.8 Diluted Shares Outstanding (mm) 70.1 70.1 Equity Value ($mm) $705 $1,006 (Less): Cash (123) (123) (Plus): Debt 750 750 (Plus): NCI 18 18 Memo: Net Debt 627 627 Enterprise Value $1,349 $1,650

Exhibit (d)(iv)

INTERIM INVESTORS’ AGREEMENT

This INTERIM INVESTORS’ AGREEMENT (this “Agreement”), dated as of February 15, 2024, is made and entered into by and among (i) General Atlantic Partners (Bermuda) HRG II, L.P., a Bermuda limited partnership, General Atlantic (HRG) Collections, L.P., a Delaware limited partnership, GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership, GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership and GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership (collectively, “General Atlantic”), (ii) Trident VII, L.P., a Cayman Islands exempted limited partnership, Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership, Trident VII DE Parallel Fund, L.P., a Delaware limited partnership, and Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership (collectively, “Trident” and, together with General Atlantic, collectively, the “Sponsors,” and each individually, a “Sponsor”), and (iii) Hearts Buyer Corporation, a Delaware corporation (“Topco”).

BACKGROUND

1.         Topco has formed Parent and Merger Sub, collectively referred to as the “Buyer Parties,” for the purpose of entering into the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or modified from time to time in accordance with the terms thereof and in compliance with this Agreement, the “Merger Agreement”), with HireRight Holdings Corporation, a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Parent will acquire the Company by causing Merger Sub to merge with and into the Company (“Merger”), with the Company surviving as a wholly owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.

2.         On or prior to the date hereof, each Sponsor has executed and delivered a Support Agreement, pursuant to which, among other things, each Sponsor has agreed to, subject to the terms and conditions set forth therein, contribute, directly or indirectly, all of the shares of Company Common Stock held by it to Topco in exchange for interests in Topco, in each case, as specified in such Support Agreements (each, a “Support Agreement,” references to which include such agreements as amended, supplemented or modified from time to time in accordance with the terms thereof and this Agreement).

3.         On or prior to the date hereof, each Sponsor has executed and delivered to the Company a limited guarantee in which it has agreed, on the terms and subject to the conditions and limitations set forth therein, to guarantee a portion of the Parent Termination Fee and certain related expenses under the Merger Agreement (each, a “Limited Guarantee,” references to which include such guarantees as amended, supplemented or modified from time to time in accordance with the terms thereof and this Agreement).

4.         This Agreement governs the relations of the parties hereto pending the Closing, including in respect of the Merger Agreement, the Limited Guarantees, the Support Agreements and the transactions contemplated thereby and, in the case of any inconsistency between this Agreement, on the one hand, and the Merger Agreement, the Limited Guarantees or the Support Agreements on the other hand, the parties intend for this Agreement to control solely as among the parties hereto. 

Article I

ROLLOVER COMMITMENTS; CONTRIBUTION

1.1       Rollover Commitments; Support Agreements. Each of General Atlantic and Trident has entered into a Support Agreement, which Support Agreements are attached hereto as Exhibits A-1 and A-2, respectively. The rights and obligations of General Atlantic and Trident under their respective Support Agreements may not be transferred or assigned except in accordance with this Agreement and the applicable Support Agreement. The following matters shall be subject to the mutual written consent of General Atlantic and Trident: (i) any agreement by Parent, General Atlantic or Trident to amend, modify or waive the Support Agreements or any obligations thereunder and (ii) any assignment or consent to assignment by General Atlantic or Trident under the Support Agreements (unless such assignee becomes party to this Agreement and accedes to the rights and obligations of General Atlantic or Trident hereunder and thereunder, as applicable). Each of General Atlantic and Trident hereby affirms and agrees that (A) it will comply with, and is bound by, the provisions set forth in the Support Agreements, (B) will fulfil its respective obligations under the Support Agreements, including consummate the Exchange (as defined therein), subject to the conditions and limitations therein and (C) Parent shall be entitled to enforce the provisions of each Support Agreement in accordance with this Agreement and the terms of such Support Agreement, but, with respect to consummating the Exchange, only (1) acting at the direction of General Atlantic and Trident, if General Atlantic and Trident have jointly determined that all of the conditions to Parent’s obligations to effect the Closing set forth in Article VII of the Merger Agreement have been satisfied and any other conditions to consummating the Exchange set forth in the applicable Support Agreement have been satisfied (or, in either case, are capable of being satisfied at the Closing) (which determination shall be final and binding), or (2) acting at the direction of General Atlantic and Trident, if General Atlantic and Trident have jointly determined to waive all unsatisfied conditions under the Merger Agreement and the applicable Support Agreement, and that the Closing is required to occur pursuant to Section 2.3 of the Merger Agreement. None of the Sponsors, Parent, Topco or Merger Sub shall attempt to enforce any Support Agreement until the conditions set forth in Section 1.1(C) have been satisfied. Parent shall not have any right to enforce any Support Agreement unless (x) acting at the direction of General Atlantic and Trident and (y) such enforcement is pro rata as between General Atlantic and Trident (e.g., if Parent enforces 50% of General Atlantic’s aggregate commitment in respect of the Exchange, then Parent shall enforce 50% of Trident’s aggregate commitment in respect of the Exchange).

1.2       Limited Guarantees. Each of General Atlantic and Trident has entered into a Limited Guarantee, which Limited Guarantees are attached hereto as Exhibits B-1 and B-2, respectively. The rights and obligations of General Atlantic and Trident under their respective Limited Guarantees may not be transferred or assigned except in accordance with this Agreement and the applicable Limited Guarantee. The following matters shall be subject to the mutual written consent of General Atlantic and Trident: (i) any agreement by Parent, General Atlantic or Trident to amend, modify or waive the Limited Guarantees or any obligations thereunder and (ii) any assignment or consent to assignment by General Atlantic or Trident under the Limited Guarantees (unless such assignee becomes party to this Agreement and accedes to the rights and obligations of General Atlantic or Trident hereunder and thereunder, as applicable). Each of General Atlantic and Trident hereby affirms and agrees that it will comply with, and is bound by, the provisions set forth in the Limited Guarantees and will fulfil its respective obligations under the Limited Guarantees, subject to the conditions and limitations therein. 

1.3       Contribution with Respect to Limited Guarantees. Each of General Atlantic and Trident shall cooperate in defending any claim that General Atlantic and Trident are or any one of them is liable to make payments under the Limited Guarantees. Each of General Atlantic and Trident agrees to contribute to the amount paid or payable by the other in respect of the Limited Guarantees so that each of General Atlantic and Trident will have paid an amount equal to the product of the aggregate amount paid under all of the Limited Guarantees multiplied by such Sponsor’s Pro Rata Percentage of the aggregate amounts payable under the Limited Guarantees, it being understood that no Sponsor shall be obligated to pay, in the aggregate, an amount pursuant to its Limited Guarantee and this Section 1.3 that, in the aggregate, exceeds the applicable maximum amount it is obligated to pay pursuant to its Limited Guarantee. In this Agreement, “Pro Rata Percentage” refers to, (a) in the case of General Atlantic, 63.5% and (b) in the case of Trident, 36.5%.

Article II

EQUITY INTERESTS

2.1       Equity Interests Pending the Closing. Topco represents and warrants that, as of the date hereof, Merger Sub has issued 100 shares of its common stock to Parent, and such shares are, and will remain through the Closing, the only shares of capital stock of Merger Sub that are issued or issuable without the written consent of the Sponsors. Topco represents and warrants that Parent is indirectly wholly owned by Topco and further covenants that no additional equity interests or capital stock of Parent (or Topco or any direct or indirect subsidiary of Topco that directly or indirectly owns any equity interests or capital stock of Parent) shall be issued or issuable prior to the Closing without the written consent of the Sponsors. Topco represents and warrants that each of Topco, any direct or indirect subsidiary of Topco that directly or indirectly owns any equity interests or capital stock of Parent, Parent and Merger Sub (i) is a newly formed entity, (ii) has conducted no operations and, prior to the Closing, shall not conduct any operations and (iii) has no, and prior to the Closing shall not have any, assets, obligations or liabilities of any nature, in each case of clause (ii) and (iii), other than those incident to their respective formation and in connection with the Merger Agreement, this Agreement and the transactions contemplated hereby and thereby. Prior to the Closing, neither General Atlantic nor Trident shall, without the prior written consent of the other Sponsor, sell, dispose or otherwise transfer any equity interests or capital stock of Topco or Parent. Prior to the Closing, Topco shall not, without the prior written consent of each Sponsor, sell, dispose or otherwise transfer, directly or indirectly any equity interests of Parent, and Parent shall not, without the prior written consent of each of Sponsor, sell, dispose or otherwise transfer any shares of common stock of Merger Sub. Prior to the Closing, Topco shall not, without the prior written consent of each Sponsor, declare, set aside, make or pay any dividend or distribution, payable in cash, stock, property or otherwise, or make any other payment on or with respect to any of the equity interests of Topco. 

2.2       Equity Interests Issued at Closing. All equity securities issued by Topco shall, in connection with the Exchange and the Closing, be issued to the Sponsors in accordance with their respective Pro Rata Percentages; provided that each Sponsor may adjust the allocations among itself and its affiliated, sponsored or managed investment funds, vehicles and accounts, and any holding companies or similar vehicles for such funds, vehicles and accounts, and in its sole discretion. The equity securities to be issued by Parent to General Atlantic and Trident in connection with the Exchange and the Closing shall be subscribed for by General Atlantic and Trident, respectively, pursuant to the applicable Support Agreement and a contribution and subscription agreement in customary form for a transaction of this nature, in each case, as mutually acceptable to General Atlantic and Trident and which will not contain any representations or warranties other than customary fundamental representations and warranties.

2.3       Tax Classification. Topco shall elect to be treated as a corporation for U.S. federal, and applicable state and local, income tax purposes, effective as of the date of its formation, and each of the Sponsors shall take such actions (including executing any documents or forms) as may be reasonably required in order to secure such treatment. The Sponsors agree that no additional investment or follow-on investment in respect of the Company shall be made other than through Topco without the consent of both Sponsors.

Article III

INTERIM GOVERNANCE; OTHER AGREEMENTS AMONG THE SPONSORS

3.1       Actions Under the Merger Agreement. General Atlantic and Trident acting jointly shall have the right to cause the Buyer Parties to take any action or refrain from taking any action in order for the Buyer Parties to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that the conditions to Closing set forth in Article VII of the Merger Agreement have been satisfied (which determination shall be final and binding) and, assuming such satisfaction, determining to close the Merger, (b) waiving compliance with any covenants, agreements or the conditions to Closing contained in the Merger Agreement, (c) amending, supplementing or modifying, or waiving any provision of, the Merger Agreement or any other agreement entered into in connection therewith, including the Debt Commitment Letters or any other agreement with a Debt Financing Source in any manner, (d) terminating the Merger Agreement or (e) subject to Section 3.6, settling any stockholder-related suit or any other claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement. Notwithstanding anything to the contrary contained herein, the Sponsors shall each use reasonable best efforts to jointly cause the Buyer Parties to comply with their obligations under the Merger Agreement and consummate the Closing in accordance with the Merger Agreement unless both Sponsors determine otherwise.

3.2       Debt Financing. Each of the Sponsors (and its Affiliates) and Topco and its Subsidiaries shall use their respective reasonable best efforts to assist the Buyer Parties in connection with their obligations under Section 6.6 of the Merger Agreement. 

3.3          Expense Sharing.

3.3.1       In the event the Closing occurs, Topco, Parent and/or Merger Sub (through the Surviving Corporation) will bear all out-of-pocket expenses of the Sponsors and their Affiliates that relate to the transactions contemplated by the Merger Agreement and this Agreement, including, without limitation, the reasonable fees, expense and disbursements of counsel, accountants, consultants and other advisors retained by the Sponsors, but excluding, in each case, any payments in respect of the Obligations (as defined in any Limited Guarantee) (“Sponsor Transaction Expenses”).

3.3.2       In the event of a termination of the Merger Agreement in which any amount, either as payment of the Company Termination Fee or an expense reimbursement, damages or otherwise, is paid to Topco, Parent or Merger Sub by the Company or its Subsidiaries or Affiliates, Topco shall first pay all Sponsor Transaction Expenses and discharge all of Topco’s, Parent’s and Merger Sub’s other liabilities, from such expense reimbursement or damages and pay any remaining amount of such payment to the Sponsors in accordance with their respective Pro Rata Percentages.

3.3.3       In the event of a termination in which no amount, either as expense reimbursement, damages or otherwise, is paid to Topco, Parent or Merger Sub, or in the event that the amount paid is insufficient to pay all applicable Sponsor Transaction Expenses, each Sponsor agrees that it will be responsible for its Pro Rata Percentage of Sponsor Transaction Expenses in excess of any such amount so paid to Topco, Parent or Merger Sub. Each Sponsor will also be responsible for its Pro Rata Percentage of any liability that any Sponsor incurs pursuant to customary indemnities and contribution obligations that it has agreed to provide to its respective counsel, accountants, consultants or other advisors (including, without limitation, Debt Financing Sources, consultants and accountants) who have been engaged with respect to the Merger and related transactions. The obligations under this Section 3.3 shall exist whether or not the Merger is consummated and shall survive any termination of any other provisions of this Agreement; provided, that such fees and expenses are not paid by the Surviving Corporation, Topco, Parent or Merger Sub.

3.4          Regulatory Matters. Each Sponsor (and its Affiliates) and Topco and its Subsidiaries shall (i) furnish all information and documents required for any filing, form, declaration, notification, registration and notice with respect to the HSR Act applicable to the Merger and related transactions, and (ii) respond at the earliest practicable date to any requests for additional information made by any Governmental Authority, and act in good faith and reasonably cooperate in connection with any investigation by any Governmental Authority. Each Sponsor shall, if not prohibited by law or regulation, give the other Sponsor the reasonable opportunity to review and comment on any documents, written communications and filings that include such Sponsor as a filing party before transmitting to any Governmental Authority, and shall consider in good faith any comments or suggestions proposed by such Sponsor. Notwithstanding anything to the contrary in this Agreement, no Sponsor (or its Affiliates) or Topco or any of its Subsidiaries shall, whether prior to or following the Closing, be required to cause any portfolio company, investment fund, vehicle or account, and any holding companies or similar vehicles for such fund, vehicle or account, or other Affiliate of any Sponsor or Topco or any director, officer, employee, general partner, limited partner, member, stockholder or manager of any of the foregoing (in each case, other than the Buyer Parties as required pursuant to Section 6.2 of the Merger Agreement) to take any action, undertake any divestiture or restrict its conduct, other than to provide responsive information required to make any submission or application to a Governmental Authority and to otherwise cooperate in connection with any such submission or application as is necessary and customary under the circumstances; provided, that Topco shall be required to take, or cause its Subsidiaries to take, any such actions to the extent requested by General Atlantic and Trident, and conditioned on the occurrence of the Closing. Without limiting the foregoing, each Sponsor and Topco agrees to comply with and perform (and cause its applicable Subsidiaries and Affiliates to comply with and perform) those agreements under Section 6.2 of the Merger Agreement that are applicable to the Sponsors and/or their applicable Subsidiaries or Affiliates. 

3.5          Certain Representations and Warranties.

3.5.1       Each Sponsor hereby represents and warrants to the other Sponsors that (i) it owns the number of shares of Company Common Stock set forth opposite its name on Exhibit D hereto; (ii) it has not entered into any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, the Company or any Company Stockholders with respect to the subject matter of this Agreement or the Merger Agreement, other than the agreements expressly contemplated by this Agreement, the Merger Agreement and the Debt Commitment Letters; (iii) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iv) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (v) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of its partnership agreement or other organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on such Sponsor or its assets; (vi) except for any consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority contemplated by the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; and (vii) this Agreement constitutes a legal, valid and binding obligation of such Sponsor enforceable against such Sponsor in accordance with its terms, subject to Enforceability Limitations. No Sponsor, any of its Affiliates, Topco, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Sponsor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Sponsor, any of its Affiliates, Topco, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5. 

3.5.2       Topco hereby represents and warrants to the Sponsors that (i) the equity securities of Topco to be issued to the Sponsors pursuant to the Exchange shall be duly and validly authorized and issued, fully paid and nonassessable (if applicable), and free and clear of all liens, other than restrictions arising under applicable securities laws or the organizational documents of Topco, and good and valid title to such equity securities of Topco shall pass to the Sponsors upon the consummation of the Exchange; (ii) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (iv) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of its organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on Topco or its assets; (v) except for any consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority contemplated by the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by Topco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; and (vi) this Agreement constitutes a legal, valid and binding obligation of Topco enforceable against Topco in accordance with its terms, subject to Enforceability Limitations.

3.6          Conduct of Litigation. In the event that the Buyer Parties become subject to an action, suit or proceeding pursuant to the Merger Agreement that (a) involves an allegation of a breach by Buyer Parties of an obligation under the Merger Agreement or (b) involves a factual allegation that, if true, would constitute a breach by a Sponsor of an obligation under this Agreement or its Limited Guarantee (with respect to such Sponsor, a “Related Claim”), then Topco shall deliver notice of such Related Claim to such Sponsor reasonably promptly after becoming aware of such Related Claim; provided that the failure of Topco to give reasonably prompt notice of any Related Claim shall not release, waive or otherwise affect the Sponsor’s obligations with respect thereto except to the extent that the Sponsor is actually and materially prejudiced as a result of such failure. Such Sponsor shall have the right (but not the obligation), within 30 days after receipt of notice of such Related Claim, to elect to (i) in the case of a Related Claim primarily or exclusively related to such Sponsor, jointly with Topco control the defense of such Related Claim and (ii) in the case of any other Related Claim, participate in the defense of such Related Claim with Topco and any other Sponsor in respect of which such claim is a Related Claim, it being understood that with respect to any Related Claim, such Sponsor may employ counsel (which shall be reasonably satisfactory to Topco), at its own expense, separate from the counsel employed by Topco. If such Sponsor exercises its right pursuant to the preceding sentence to control or participate in such Related Claim, then the Sponsors shall reasonably cooperate with such Sponsor in the defense thereof (and in any event each Sponsor shall reasonably cooperate with Topco in the defense of such Related Claim); provided, however, that no Sponsor shall be required to commence or participate in any legal action in connection therewith. Such Sponsor will not admit any liability with respect to, or settle, compromise or discharge, any such Related Claim without Topco’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Whether or not such Sponsor assumes the defense of a Related Claim, Topco shall not, and cause the Buyer Parties not to, admit any liability with respect to, or settle, compromise or discharge, such Related Claim without such Sponsors’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). 

Article IV

CLOSING ARRANGEMENTS

4.1          Organizational Documents; Investor Rights Agreement. Each Sponsor agrees to negotiate in good faith with the other Sponsor to, prior to the consummation of the Merger, enter into one or more definitive agreements with respect to the matters set forth on Exhibit C hereto (the “Investor Rights Agreement”). The Investor Rights Agreement and such organizational and other relevant corporate documents will be consistent with all of the terms and conditions set forth on Exhibit C and any inconsistent terms and conditions must be approved by each Sponsor. The parties hereto will cooperate with one another to enter into, and will negotiate in good faith concerning the form and substance of, the Investor Rights Agreement. The parties hereto will cooperate with one another to implement a new equity incentive plan at Topco or a Subsidiary thereof on terms approved by each of the Sponsors. If (and only if) for any reason Topco and the Sponsors have not entered into the Investor Rights Agreement at or prior to the Closing, (i) the terms set forth on Exhibit C shall be binding on Topco and the Sponsors from and after the Closing until such time as the Investor Rights Agreement shall be in effect and (ii) Topco and the Sponsors shall (1) operate Topco and its Subsidiaries (including the Surviving Corporation) in accordance with the terms set forth on Exhibit C, to the extent applicable, until such time as the Investor Rights Agreement shall be in effect, (2) continue to negotiate in good faith with each other to enter into the Investor Rights Agreement as soon as reasonably practicable following the Closing and (3) take (or cause to be taken) all actions required to be taken such that the board of managers or similar governing body of Topco has the composition contemplated by Exhibit C immediately following the Closing. Upon the execution and delivery of the Investor Rights Agreement by Topco and any Sponsor, this Section 4.1 shall cease to have any force or effect with respect to Topco and such Sponsor.

Article V

MISCELLANEOUS

5.1          Amendment and Waiver. Any provision of this Agreement may be amended or waived only in a writing signed (a) in the case of any amendment, by each Sponsor and (b) in the case of a waiver, by the party or parties waiving rights hereunder. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default. 

5.2          Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

5.3          Remedies. The parties hereto agree that, except as provided herein, this Agreement (including all covenants and agreements herein) will be enforceable by all parties hereto by all available remedies at law or in equity (including, without limitation, specific performance, without bond or other security being required).

5.4          No Recourse. Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Affiliates that this Agreement may only be enforced against, and any litigation for breach of this Agreement may only be made against, the Persons specifically identified as the parties to this Agreement, and, with respect to each party to this Agreement, none of such party’s former, current or future equity holders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, attorneys or assignees (or any former, current or future equity holder, controlling person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, attorney or assignee of any of the foregoing) (each, a “Non-Recourse Party”) that is not a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein (except under the Limited Guarantees and the Support Agreements (in each case, subject to the terms and conditions thereof and solely to the extent provided therein)) or in respect of any oral representations made or alleged to be made in connection herewith. None of the parties shall have any rights of recovery in respect hereof against any Non-Recourse Party and no personal liability shall attach to any Non-Recourse Party through any party hereto, or otherwise, whether by or through attempted piercing of the corporate veil, by or through a litigation (whether in tort, contract or otherwise), by the enforcement of any judgment, fine or penalty or by virtue of any law, or otherwise.

5.5          Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party hereby irrevocably submits to the jurisdiction of the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action, suit or proceeding, shall be heard and determined in such Court of Chancery of the State of Delaware or Delaware federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 5.15 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 

5.6          Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.7          Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

5.8          Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the transactions contemplated hereby (other than the Merger Agreement and the other agreements expressly referred to herein or therein as being entered into in connection with the Merger Agreement). This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the parties hereto and each of their respective successors and permitted assigns. Other than as provided herein, this Agreement shall not be assigned without the prior consent of the parties hereto.

5.9          Non-Circumvention. Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement. 

5.10        No Third-Party Beneficiaries. This Agreement shall be binding on each party hereto solely for the benefit of each other party hereto and nothing set forth in this Agreement, express or implied, shall be construed to confer, directly or indirectly, upon or give to any Person other than the parties hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the parties hereto to enforce, any provisions of this Agreement, except the Non-Recourse Parties shall have the right to enforce their rights under Section 5.4.

5.11        Press Release; Communications. Any notices, releases, statements or communications to the general public or the press relating to this Agreement shall be made only at such times and in such manner as may be agreed by each of the Sponsors; provided, that the parties hereto shall be entitled to issue such press releases and to make such public statements as are required by applicable law or stock exchange rule, in which case the Sponsors shall be advised thereof and afforded a reasonable opportunity to review and comment (unless prohibited by law or regulation), and the parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued. Once information has been made available to the general public in accordance with this Agreement or the Merger Agreement, this Section 5.11 shall no longer apply to such information.

5.12        Counterparts. This Agreement may be executed in any number of counterparts (including by electronic transmission in “portable document format”), each such counterpart when executed shall be deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

5.13        Interpretation. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. As used in this Agreement, (a) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”, (b) the phrase “to the extent” means the degree by which (rather than if), (c) the word “or” is not exclusive and (d) unless the context otherwise clearly indicates, each defined term used in this Agreement shall have a comparable meaning when used in its plural or in its singular form. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Sponsors, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Sponsor by virtue of the authorship of any of the provisions of this Agreement. The parties agree that email transmission of an affirmative statement of consent to a request to take an action, or to omit to act, shall suffice as “written” consent required hereunder.

5.14        Termination. Except with respect to Sections 3.3 (Expense Sharing), 3.5 (Certain Representations and Warranties) and Article V, this Agreement will terminate automatically without any further action of any Person upon the earlier to occur of (a) the Closing and (b) the valid termination of the Limited Guarantee in accordance with its terms; provided, that any liability for any failure to comply with the terms of this Agreement prior to termination shall survive such termination. Any provision that, in accordance with the immediately foregoing sentence, shall survive in accordance with its terms shall survive for the term specified therein or, if no term is specified, until such time as all obligations thereunder required to be performed on or after the date of termination have been fully performed. 

5.15        Notices. Any notices or correspondence received by Topco, Parent or Merger Sub under, in connection with, or related to this Agreement or the Merger Agreement shall be promptly provided to each Sponsor in the manner provided for in Section 9.2 of the Merger Agreement at the address set forth below for each Sponsor or any other address designated by any Sponsor in writing to Parent and each Sponsor.

If to General Atlantic to:

General Atlantic Service Company, L.P.
55 East 52^nd Street, 33^rd Floor
New York, NY 10055
Attn: Gordon Cruess
Email: gcruess@generalatlantic.com

with a copy to (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attn:    Matthew Abbott

Cullen Sinclair

Facsimile No.: (212) 757-3900
Email:     mabbott@paulweiss.com

   csinclair@paulweiss.com

If to Trident:

c/o Stone Point Capital LLC
20 Horseneck Lane
Greenwich, CT 06830
Attn: Stephen Levey
Email: slevey@stonepoint.com

with a copy (which will not constitute notice) to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attn:    Elizabeth Cooper

Mark Viera

Email:   ecooper@stblaw.com

 mark.viera@stblaw.com

5.16        Confidentiality. The provisions of Section 7 (Confidential Information) of the Company Stockholders Agreement shall apply mutatis mutandis to this Agreement as if such provisions were fully set forth herein.

[Signature pages follow] 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

[Signature Page to Interim Investors Agreement] 

[Signature Page to Interim Investors Agreement] 

 [Signature Page to Interim Investors Agreement] 

[Signature Page to Interim Investors Agreement] 

[Signature Page to Interim Investors Agreement] 

[Signature Page to Interim Investors Agreement] 

Exhibit a-1

Support Agreement – General Atlantic 

Exhibit a-2

Support Agreement – Stone Point 

Exhibit B-1

Limited Guarantee – General Atlantic 

Exhibit B-2