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Exhibit 10.14    
    


        THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED. 



	Dated:	    
	 	    
	Shares of Common Stock

(subject to adjustment)




 
 

HIRERIGHT, INC WARRANT TO PURCHASE COMMON STOCK    
    


        This certifies that, for value received
                                         
       , or its registered assigns (the
"Holder") is entitled, subject to the terms set forth below, to purchase from HIRERIGHT, INC., a California corporation (the
"Company"),                    shares of the Company's Common Stock (the "Common
Stock"), upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto as  Attachment A duly executed, and
simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the
Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. 



        1.    Term of Warrant.    Subject to the terms and conditions set forth herein, this Warrant
to Purchase Common Stock (the "Warrant") shall be exercisable, in whole or in part, during the term commencing on the date hereof (the
"Warrant Issue Date") and ending at 6:00 p.m., Pacific time, on the earlier of (a)
                                        or
(b) the closing of an Acquisition of the Company, and shall be void thereafter. For the purposes of this Warrant, an "Acquisition" shall mean a
sale of all or substantially all of the assets of the Company or an acquisition of the Company by another person or entity, whether by merger, consolidation or otherwise, in which more than fifty
percent (50%) of the total voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such
transaction or series of transactions. The Company shall provide
written notice of its intent to engage in an Acquisition (the "Sale Notice") in accordance with Section 11 herein at least ten (10) days prior to
the closing of an Acquisition. If the Holder has elected to exercise this Warrant after receipt of a Sale Notice with respect to an Acquisition and the Acquisition is not consummated, then the
Holder's exercise of this Warrant shall not be effective unless the Holder confirms in writing the Holder's intention to go forward with the exercise of this Warrant. 


        2.    Exercise Price.    The exercise price at which this Warrant may be exercised shall be
equal to $0.706227 per share, as adjusted from time to time pursuant to Section 10 hereof (the "Exercise Price"). 



        3.    Exercise of Warrant.    


        (a)   The
purchase rights represented by this Warrant are exercisable by the Holder in whole or in part (such number being subject to adjustment as provided in
Section 10 below) at any time during the term hereof as described in Section 1 above, by the surrender of this Warrant along with the Notice of Exercise in the form attached hereto as  Attachment A (the "Notice of Exercise") duly completed and executed on behalf of the Holder, at the
office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon
payment (i) in cash or by check payable to the Company, (ii) by cancellation of outstanding indebtedness of the Company, (iii) by surrender of Warrant as set forth in
Section 3(b) below (a "Net Issuance") or (iv) by a combination of (i), (ii) or (iii) of the Exercise Price of the shares to be purchased. 







 



        (b)   If
the Holder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: 



	 	 	X	 	=	 	Y(A-B)
 A	 	 
	

Where:	
 	

X	
 	

=	
 	

The number of shares of Common Stock to be issued to the Holder pursuant to this Net Issuance.
	

 	
 	

Y	
 	

=	
 	

The number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised.
	

 	
 	

A	
 	

=	
 	

The Fair Market Value of one (1) share of Common Stock (as of the date of such calculation).
	

 	
 	

B	
 	

=	
 	

The Exercise Price (as adjusted as of the date of such calculation).






        For the purposes of this Warrant, Fair Market Value of Common Stock shall mean with respect to each share of Common Stock: 



        (i)    if
the exercise is in connection with an initial public offering, and if the Company's Registration Statement relating to such public offering has been declared
effective by the Securities and Exchange Commission (the "SEC"), then the Fair Market Value of one share of Common Stock shall
be equal to the initial "Price to Public" specified in the final prospectus with respect to the offering; 


        (ii)   if
this Warrant is exercised after, and not in connection with the Company's initial public offering, and: 



        (A)  if
the Company's Common Stock is traded on a national securities exchange or on the Nasdaq National Market, the Fair Market Value shall be deemed to be the average of
the last reported closing sales price for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise; or 


        (B)  if
actively traded over-the-counter but not on the Nasdaq National Market, the Fair Market Value shall be deemed to be the average of the closing
bid and asked prices quoted for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise; 




        (iii)  if
at any time the Company's Common Stock is not listed on any securities exchange or quoted in the Nasdaq National Market or the
over-the-counter market, the Fair Market Value of Common Stock shall be as determined in good faith by the Company's Board of Directors as of the date of exercise indicated on
the Notice of Exercise. 




        Upon
partial exercise, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such
amended Warrant shall be identical to those contained herein. 


        (c)   This
Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender of the Warrant for exercise and payment of
the aggregate Exercise Price for the shares purchased as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its
expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. 


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        4.    No Fractional Shares.    No fractional shares shall be issued upon the exercise of this
Warrant; this Warrant shall only be exercisable for whole shares of capital stock. 


        5.    Replacement of Warrant.    On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the
Company or, in the case of mutilation, on surrender or cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and
amount. 


        6.    No Rights as Shareholder.    This Warrant shall not entitle the Holder to any of the
rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. Without limiting the foregoing, the Holder shall not be entitled to vote or receive dividends or be
deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on
the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder any of the rights of a shareholder of the Company or any right to vote for the election
of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Warrant shall have been exercised as provided herein. 


        7.    Transfer of Warrant.    This Warrant may not be transferred or assigned in whole or in
part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company, if such are requested by the Company). Subject to the foregoing, this Warrant and all rights hereunder are transferable in whole or in part by the Holder and
any successor transferee. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer, at its principal offices and the payment to the Company of all
transfer taxes and the governmental charges imposed on such transfer. On surrender of this Warrant for exchange, properly endorsed for transfer and subject to the provisions of this Warrant with
respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section, the Company at its expense shall issue to or on the order of the Holder a new
warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise
hereof. Until this Warrant is transferred in accordance with this Section, the Company may treat the Holder as shown on the Warrant as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary. 


        8.    Compliance with Securities Laws.    


        (a)   The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof
are being acquired solely for the Holder's own account and for investment, and not with a view toward distribution or resale. Holder agrees not to offer, sell or otherwise dispose of this Warrant or
any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or the state securities laws. The Holder
represents and warrants to the Company that it is an "accredited investor" as that term is defined under the rules and regulations promulgated under the Act. Upon exercise of this Warrant, the Holder
shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder's own account for
investment, and not with a view toward distribution or resale, and containing such other representations as the Company may reasonably request. 


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        (b)   This
Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following
form (in addition to any legend required by state securities laws): 



THE
SHARES/WARRANT REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES/WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT OR ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT. 




        9.    Authorization; Reservation of Shares.    The Company represents and warrants that this
Warrant has been duly authorized, and that the shares of Common Stock, issued upon exercise in accordance with the terms of this Warrant, will be duly authorized, validly issued and
non-assessable. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares
to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Articles of Incorporation to provide sufficient
reserves of shares of Common Stock issuable upon exercise of the Warrant. 


        10.    Adjustment.    


        (a)    Subdivision or Combination of Shares.    In the event the Company shall at any time
subdivide its outstanding Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the
outstanding Common Stock of the Company shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased. 


        (b)    Dividends in Common Stock, Other Stock or Property.    If at any time or from time to
time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without
payment therefor: 



        (i)    Common
Stock, Options or any shares or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; 


        (ii)   any
cash paid or payable otherwise than as a regular cash dividend; or 


        (iii)  Common
Stock or additional shares or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination
of shares or similar corporate rearrangement (other than Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section 10(a) above) and
additional shares, other securities or property issued in connection with a Change (as defined below) (which shall be covered by the terms of Section 10(c) below), then and in each such case,
the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clause (ii) above and this clause (iii)) which such Holder would
hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or
all other additional stock and other securities and property. 



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        (c)    Recapitalization, Reclassification or Reorganization.    In the event any
recapitalization, reclassification or reorganization of the share capital of the Company (other than in connection with an Acquisition) shall be effected in such a way that holders of Common Stock
shall be entitled to receive shares, securities or other assets or property (a "Change"), then, as a condition of such Change, lawful and adequate
provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the
number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such Change. The Company or its
successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be
practicable to give effect to the adjustments provided for in this Section including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon
exercise of the new Warrant. The provisions of this Section 10(c) shall similarly apply to successive Changes. 


        (d)    No Impairment.    The Company shall not, by amendment of its Articles of Incorporation
or through any reorganization, transfer or assets, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of Section 10 and in taking all such action as
may be necessary or appropriate to protect Holder's rights under the Warrant against impairment. 


        11.    Notices.    


        (a)   Any
notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at
                                         
       , Attention:
                                       (Facsimile
No.                    ) or to such other address or
number as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded
to the Company at 2100 Main Street, Suite 400, Irvine, California 92614, Attention: President (Facsimile No. (949) 428-5801) or to such other Company address or number
as shall have been furnished by the Company in writing to the Holder. 


        (b)   Any
notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the next business day,
(c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All such notices shall be sent to the address or facsimile number as set forth in Section 11(a) above. 


        12.    Waiver, Amendments and Headings.    This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by both parties (either generally or in a particular instance and either retroactively or prospectively). The headings
in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof. 


        13.    Binding Effect on Successors.    This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets and/or securities. All of the obligations of the Company relating to the shares
issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors
and assigns of the Holder hereof. 


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        14.    Governing Law.    This Warrant shall be governed by and construed in accordance with
the laws of the State of California as applied to agreements among California residents made and to be performed entirely within the State of California, without giving effect to the conflict of law
principles thereof. 


[REMAINDER
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        IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized. 



	 	HIRERIGHT, INC.,

a California corporation
	

 	

By:	

    

	

 	

By:	

    

	 	By:	    






ACKNOWLEDGED AND AGREED:  



[                                         
         ]

    



	By:	    
	 	 
	

Name:	

    
	
 	

 
	Title:	    
	 	 










ATTACHMENT A  


FORM OF NOTICE OF EXERCISE  


        The undersigned hereby elects to purchase            shares of Common Stock of HIRERIGHT, INC., a California corporation
(the
"Company") under the Warrant to Purchase Common Stock
dated                        (the "Warrant"), which the
undersigned is entitled to purchase pursuant to the terms of such Warrant, and [check one]: 


	o
	Cash Exercise.    The undersigned has delivered
$                  , the aggregate Exercise Price for
                   shares of Common Stock purchased herewith, in full in cash or by
check payable to the Company or wire transfer;



	o
	Cancellation of Indebtedness.    The undersigned hereby cancels indebtedness owed
to the undersigned by the Company in the amount of $                   under the
                                       
[identify
name and date of debt instrument] in exchange for the aggregate Exercise Price for                    shares of Common
Stock;



	o
	Net Issuance.    In exchange for the issuance of
                   shares of Common Stock, the undersigned hereby agrees to surrender the right to purchase
                   shares
of Common Stock pursuant to the net issuance provisions set forth in Section 3 of the Warrant. 




        Please issue a certificate or certificates representing such shares of Common Stock in the name of the undersigned or in such other name as is specified below and
in the denominations as is set forth below: 



	    
 [Type Name of Holder as it should appear on the stock certificate]
	

    
 [Requested Denominations—if no denomination is specified, a single certificate will be issued]






	

        The initial address of such Holder to be entered on the books of the Company shall be:
	

 
	

 
	

 
	

 






        The undersigned hereby represents and warrants that the undersigned is acquiring such shares for his own account for investment purposes only, and not for resale
or with a view to distribution of such shares or any part thereof. 



	Dated:	    
	 	By:	    

	 	 	 	Print Name:	    

	 	 	 	Title:	    











Schedule of Holders of Warrant  



	Holder
 
	 	Issuance

Date
	 	Number of

Shares(1)
	 	Expiration Date

	SPVC VI, LLC (successor to St. Paul Venture Capital VI, LLC)	 	12/31/02	 	637,189	 	06/27/12
	Baird Venture Partners I Limited Partnership	 	12/31/02	 	112,426	 	06/27/12
	Baird Venture Partners I Limited Partnership	 	12/31/02	 	87,442	 	12/12/12
	BVP I Affiliates Fund Limited Partnership	 	12/31/02	 	78,731	 	06/27/12
	BVP I Affiliates Fund Limited Partnership	 	12/31/02	 	61,235	 	12/12/12
	Eric Boden	 	12/31/02	 	63,719	 	12/12/12
	NCP 1, L.P. (successor to Mellon Ventures, L.P.)	 	01/02/03	 	505,706	 	06/27/12
	Hewitt Associates LLC (successor to Exult, Inc.)	 	01/02/03	 	343,879	 	06/27/12






	(1)
	Prior
to giving effect to any reverse split 











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Exhibit 10.14


HIRERIGHT, INC WARRANT TO PURCHASE COMMON STOCK