X0306 4 2018-10-17 0 0001682745 VERRA MOBILITY Corp VRRM 0001228754 PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756340 PE Greenlight Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001679261 Platinum Equity Capital Partners IV, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756341 Platinum Equity Partners IV, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756334 Platinum Equity Partners IV, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756333 Platinum Equity Investment Holdings IV, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756332 Platinum Equity Investment Holdings IV Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756331 Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756330 Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001766567 Platinum InvestCo (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 Earnout Rights 2018-10-17 4 J 0 2500000 0.00 A 2023-10-17 Class A common stock, par value $0.0001 per share 2500000 2500000 I See footnotes Earnout Rights 2018-10-17 4 J 0 2500000 0.00 A 2023-10-17 Class A common stock, par value $0.0001 per share 2500000 2500000 I See footnotes Earnout Rights 2018-10-17 4 J 0 2500000 0.00 A 2023-10-17 Class A common stock, par value $0.0001 per share 2500000 2500000 I See footnotes Earnout Rights 2018-10-17 4 J 0 2500000 0.00 A 2023-10-17 Class A common stock, par value $0.0001 per share 2500000 2500000 I See footnotes Pursuant an "earn-out" provision in that certain Agreement and Plan of Merger by and among the Issuer, AM Merger Sub I, Inc., AM Merger Sub II, LLC, Greenlight Holding II Corporation ("Greenlight") and PE Greenlight, in its capacity as the Stockholder Representative (as amended, the "Merger Agreement") related to the Issuer's business combination (the "Business Combination") with Greenlight on October 17, 2018 (the "Closing Date"), PE Greenlight Holdings, LLC ("PE Greenlight") is entitled to receive a one-time issuance of 2,500,000 shares of the Issuer's Class A common stock, (Continued from Footnote 1) par value $0.0001 per share ("Class A Shares") if (i) the volume weighted average closing sale price of one Class A Share on Nasdaq for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year period following the Closing Date (the "Average Share Price") is greater than $13.00 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of Issuer's Class A Shares receiving a per share price equal to or in excess of $13.00 per share. PE Greenlight's right to receive additional Class A Shares pursuant to the "earn-out" provision in the Merger Agreement became fixed and irrevocable on the Closing Date, the effective date of the Business Combination. Pursuant an "earn-out" provision in the Merger Agreement, PE Greenlight is entitled to receive a one-time issuance of 2,500,000 Class A Shares if (i) the Average Share Price is greater than $15.50 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of the Issuer's Class A Shares receiving a per share price equal to or in excess of $15.50 per share. Pursuant an "earn-out" provision in the Merger Agreement, PE Greenlight is entitled to receive a one-time issuance of 2,500,000 Class A Shares if (i) the Average Share Price is greater than $18.00 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of the Issuer's Class A Shares receiving a per share price equal to or in excess of $18.00 per share. Pursuant an "earn-out" provision in the Merger Agreement, PE Greenlight is entitled to receive a one-time issuance of 2,500,000 Class A Shares if (i) the Average Share Price is greater than $20.50 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of the Issuer's Class A Shares receiving a per share price equal to or in excess of $20.50 per share. Earnout rights held directly by PE Greenlight. Platinum Equity Capital Partners IV, L.P. ("PECP IV") holds a majority membership interest in PE Greenlight and may be deemed to beneficially own the Issuer securities beneficially owned by PE Greenlight. Platinum Equity Partners IV, L.P. ("PEP IV LP") is the general partner of PECP IV and may be deemed to beneficially own the Issuer securities beneficially owned by PECP IV. Platinum Equity Partners IV, LLC ("PEP IV LLC") is the general partner of PEP IV LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEP IV LP. Platinum Equity Investment Holdings IV, LLC ("PEIH IV") is the sole member of PEP IV LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PEP IV LLC. (Continued from Footnote 7) Platinum Equity Investment Holdings IV Manager, LLC ("PEIH IV Manager") is the sole manager of PEIH IV and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IV. Platinum Equity InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH IV and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IV. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEI LP. Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IC LLC. Platinum InvestCo (Cayman), LLC ("PI LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEI LP. (Continued from Footnote 7) Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH IV Manager and PEIH LLC and may be deemed to beneficially own the Issuer securities beneficially owned by each of PEIH IV Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PI LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PI LLC. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Issuer securities beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all Issuer securities beneficially owned by each of the foregoing entities except to the extent of any pecuniary interest therein. 1. Exhibit 99.1 - Signatures Form 1 of 2. See Exhibit 99.1 - Signatures 2019-06-10