AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 17, 2018, is made and entered into by and among (i) Verra Mobility Corporation (f/k/a Gores Holdings II, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), (iii) Randall Bort, (iv) William Patton, (v) Jeffrey Rea (together with Randall Bort, William Patton, Sponsor and their respective Permitted Transferees, the “Gores Holders”) and (vi) the stockholders of Greenlight Holding II Corporation, a Delaware Corporation party hereto (the “Greenlight Holders”). The Gores Holders, the Greenlight Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
Amendment No. 1 to First lien TERM LOAN CREDIT AgreementCredit Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • Delaware
THIS FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2018 and as amended on the Amendment No. 1 Consent Effective Date and the Amendment No. 1 Incremental Effective Date, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), VERRA MOBILITY CORPORATION (f/k/a ATS CONSOLIDATED, INC.), a Delaware corporation (“Lead Borrower”), AMERICAN TRAFFIC SOLUTIONS, INC., a Kansas corporation (“AT Solutions”), and LASERCRAFT, INC., a Georgia corporation (together with Lead Borrower and AT Solutions, the “Borrowers”), the Lenders party hereto from time to time and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
REVOLVING CREDIT AGREEMENT among GREENLIGHT ACQUISITION CORPORATION, as HOLDINGS, ATS CONSOLIDATED, INC., as LEAD BORROWER, the other Parties listed as a Borrower on the signature pages hereto, as BORROWERS, VARIOUS LENDERS and BANK OF AMERICA, N.A.,...Revolving Credit Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • Delaware
THIS REVOLVING CREDIT AGREEMENT, dated as of March 1, 2018, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), ATS CONSOLIDATED, INC., a Delaware corporation (“Lead Borrower”), each of the other Borrowers (as defined herein) party hereto from time to time, the Lenders party hereto from time to time and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
TAX RECEIVABLE AGREEMENT by and among VERRA MOBILITY CORPORATION, THE STOCKHOLDERS IDENTIFIED HEREIN, and PE GREENLIGHT HOLDINGS, LLC, IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE Dated as of October 17, 2018Tax Receivable Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 17, 2018, is hereby entered into by and among Verra Mobility Corporation, a Delaware corporation (the “Corporate Taxpayer”), the persons identified as “Stockholders” on Schedule 1 hereto (each, including its assignees, a “Stockholder” and together the “Stockholders”) and PE Greenlight Holdings, LLC, a Delaware limited liability company, solely in its capacity as the stockholders’ representative thereunder (the “Stockholder Representative”) (the Corporate Taxpayer, Stockholders and Stockholder Representative, collectively the “Parties”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services
SHARE PURCHASE AGREEMENT, dated April 6, 2018 (this “Agreement”), by and among ATS Consolidated, Inc., a Delaware corporation (the “Buyer”), Greenlight Holding II Corporation, a Delaware corporation (the “Issuer”), EPC Holdco Limited, a private limited company incorporated in England and Wales with registered number 10167626, whose registered office is at Unit 6 Shepperton House, 83-93 Shepperton Road, London, England, England, N1 3DF (the “Seller”) and Watrium AS, a Norwegian private limited liability company, with business registration number 985 470 405 (the “Seller Parent”), solely for the purposes set forth in Section 8.14.
FIRST LIEN TERM LOAN CREDIT AGREEMENT among GREENLIGHT ACQUISITION CORPORATION, as HOLDINGS, ATS CONSOLIDATED, INC., as LEAD BORROWER, the other Parties listed as a Borrower on the signature pages hereto, as BORROWERS, VARIOUS LENDERS and BANK OF...Intercreditor Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • Delaware
THIS FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2018, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), ATS CONSOLIDATED, INC., a Delaware corporation (“Lead Borrower”), AMERICAN TRAFFIC SOLUTIONS, INC., a Kansas corporation (“AT Solutions”), and LASERCRAFT, INC., a Georgia corporation (together with Lead Borrower and AT Solutions, the “Borrowers”), the Lenders party hereto from time to time and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
GREENLIGHT HOLDING CORPORATIONTermination Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services
This letter agreement, which is being entered into contemporaneously with the Merger Agreement, sets forth our mutual agreement concerning the treatment of any performance units that were granted to you under the Plan (the “Performance Units”). By signing below, you acknowledge and agree that the Performance Units will terminate in their entirety effective immediately prior to the Closing and that you will have no right to any payment with respect to the Performance Units upon the Closing or at any time thereafter, other than the payment set forth in this letter. The amount of such payment has been determined in the Company’s discretion and you hereby acknowledge that such amount satisfies the Company’s obligations to you with respect to your Performance Units. Subject to your execution of this letter, and in consideration of the waiver and release that follows the Company will pay you a lump sum cash payment in an amount set forth following your signature block below (the “Cash Paymen
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • Delaware
UNIT PURCHASE AGREEMENT, dated as of February 3, 2018 (this “Agreement”), by and among ATS Consolidated, Inc., a Delaware corporation (the “Buyer”), Greenlight Holding II Corporation, a Delaware corporation (the “Issuer”), Greenlight Holding Corporation, a Delaware corporation and indirect parent of the Buyer (“Parent”), HTA Holdings, Inc., a New York corporation (“HTA Holdings”), David Centner (together with HTA Holdings, the “HTA Sellers”), Greater Horizons, a Missouri not-for-profit corporation (the “Charity” and together with the HTA Sellers, the “Sellers” and each a “Seller”), and, solely for the purposes of Section 5.13, Section 10.16 and Article X (to the extent applicable to Section 5.13 or Section 10.16) hereof, Leila Center.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 22nd, 2018 • VERRA MOBILITY Corp • Transportation services • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of October 17, 2018 (the “Effective Date”), by and between Verra Mobility Corporation (f/k/a, Gores Holdings II, Inc.), a Delaware corporation (the “Company”), and PE Greenlight Holdings, LLC, a Delaware limited liability company (“Platinum”). Each capitalized term used and not otherwise defined herein shall have the meaning set forth in Article V.
