Deed of Amendment and Consent, dated as of April 30, 2021, by and between Verra Mobility Corporation and Redflex Holdings Limited

Interpretation2

Amendment and consent2

General3

Interpretation

Amendment and consent

Amendments to the Implementation Agreement

clause 4.3 (“Scheme Consideration”) of the Implementation Agreement is amended by deleting “$0.92” where it appears in that clause and replacing it with “$0.96”; and

deleting the document entitled ‘Scheme of Arrangement’ attached as Annexure A to the Implementation Agreement and replacing it with the document attached as the Schedule to this document.

Consent

replacing the definition of “Deed Poll” in clause 1.1 with the following new definition of ‘Deed Poll”:

“Deed Poll” means the deed poll executed by Verra on 31 March, 2021, pursuant to which Verra has covenanted in favour of Scheme Participants to perform obligations attributed to it under this Scheme, with such amendments as are approved in accordance with its terms.”;

inserting in the definition of “Implementation Agreement” in clause 1.1 the words “(as amended by a Deed of Amendment and Consent between Redflex and Verra dated 30 April 2021)” immediately after the word “Verra” where it appears in the second line of that definition; and

deleting in the definition of “Scheme Consideration” the reference to “$0.92” and replacing it with “$0.96”,

Confirmation

General

Clause 1.2 (“Interpretation”), clause 18 (“Notices”) and clause 19 (“General”) of the Implementation Agreement apply to this document as if they were set out in full in this document.

Each of the parties agree to pay their own costs in connection with the preparation and execution of this document.

The law in force in New South Wales governs this document. Each party submits to the non-exclusive jurisdiction of the courts of that place.

DEFINITIONS AND INTERPRETATION3

RECITALS6

CONDITIONS7

SCHEME BECOMING EFFECTIVE8

IMPLEMENTATION OF SCHEME8

SCHEME CONSIDERATION8

DEALINGS IN SCHEME SHARES10

SUSPENSION AND TERMINATION OF QUOTATION OF SHARES11

GENERAL PROVISIONS11

GOVERNING LAW AND JURISDICTION14

SERVING DOCUMENTS14

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

The singular includes the plural and conversely.

A gender includes all genders.

If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

A reference to a “person” includes an individual, a body corporate, a corporation, trust, partnership, unincorporated body or any other entity or organisation.

A reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules and annexures.

A reference to an agreement or document (including a reference to this document) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this document or that other agreement or document.

A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

A reference to legislation (including subordinate legislation) or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

A reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form (and includes a communication by electronic mail).

A reference to $ or A$ is to the lawful currency of Australia.

A reference to time is a reference to time in Melbourne, Australia.

A period of time starting from a given day or the day of an act or event is to be calculated exclusive of that day.

If a party must do something under this document on or by a given day and it is done after 5:00pm on that day, it is taken to be done on the next day.

The meaning of general words is not limited by specific examples introduced by including, for example, or similar expressions.

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this document.

If the day on or by which a person must do something under this Scheme is not a Business Day, the person must do it on or by the next Business Day.

RECITALS

Redflex

is a public company limited by shares incorporated in Australia and its registered office is located at 31 Market Street, South Melbourne, Victoria 3205, Australia;

is admitted to the official list of ASX and its shares are quoted on ASX; and

as at the date of the Implementation Agreement, has the capital structure set out in Schedule 5 of the Implementation Agreement.

Verra

is a public corporation formed under the laws of Delaware in the United States of America and its principal business address is located at 1150 North Alma School Road, Mesa, Arizona 85201, United States of America; and

is admitted to NASDAQ and its securities are quoted on NASDAQ.

Implementation Agreement and Deed Poll

Redflex and Verra have entered into the Implementation Agreement which sets out the terms on which Redflex has agreed to propose this Scheme to Shareholders, and each of Redflex and Verra has agreed to take certain steps to give effect to this Scheme.

This Scheme attributes actions to Verra but does not itself impose an obligation on Verra to perform those actions.  Verra has executed the Deed Poll in favour of each Scheme Participant, pursuant to which it has covenanted, subject to this Scheme becoming Effective, to perform (or procure the performance of) obligations attributed to it under this Scheme, including to provide the Scheme Consideration, in accordance with the terms of this Scheme.

Effect of this Scheme

in consideration of the transfer of each Scheme Share to Verra (or a Verra Nominated Acquirer), Redflex must provide or procure the provision of the Scheme Consideration to each Scheme Participant in accordance with the terms of this Scheme and the Deed Poll;

all of the Scheme Shares and all of the rights and entitlements attaching to them will be transferred to Verra (or a Verra Nominated Acquirer) on the Implementation Date; and

Redflex will enter the name and address of Verra (or a Verra Nominated Acquirer) in the Register as the holder of the Scheme Shares transferred to Verra (or a Verra Nominated Acquirer) in accordance with the terms of this Scheme,

CONDITIONS

Conditions precedent to Implementation

as at 8.00am on the Second Court Hearing Date, neither the Implementation Agreement nor the Deed Poll have been terminated in accordance with their terms;

as at 8:00am on the Second Court Hearing Date, each of the conditions precedent set out in clause 3.1 of the Implementation Agreement (other than the condition precedent relating to the approval of the Court set out in clause 3.1(f)) has been satisfied or (to the extent they can be) waived in accordance with the terms of the Implementation Agreement;

the Court makes orders approving this Scheme under section 411(4)(b) of the Corporations Act, including with such alterations made or required by the Court under section 411(6) of the Corporations Act as are acceptable to Redflex and Verra;

such other conditions made or required by the Court under section 411(6) of the Corporations Act in relation to this Scheme as are acceptable to Redflex and Verra have been satisfied; and

the orders of the Court made under section 411(4)(b) (and, if applicable, section 411(6)) of the Corporations Act approving this Scheme come into effect, pursuant to section 411(10) of the Corporations Act,

Certificate in relation to conditions precedent

Redflex must provide to the Court a certificate (or such other evidence as the Court may request) confirming (in respect of matters within its knowledge) whether or not as at 8:00am on the Second Court Hearing Date the conditions precedent set out in clauses 3.1(c), 3.1(d), 3.1(e) and clauses 3.1(h) to 3.1(l) of the Implementation Agreement have been satisfied or (to the extent they can be) waived and whether or not, to the best of its knowledge, the condition precedent set out in clause 3.1(g) of the Implementation Agreement has been satisfied or (to the extent it can be) waived.

Verra must provide to Redflex a certificate for Redflex to provide to the Court (or such other evidence as the Court may request) confirming (in respect of matters within its knowledge) whether or not as at 8:00am on the Second Court Hearing Date the conditions precedent set out in clauses 3.1(a), 3.1(b), 3.1(c) and 3.1(m) of the Implementation Agreement have been satisfied or (to the extent they can be) waived and whether or not, to the best of its knowledge, the condition precedent set out in clause 3.1(g) of the Implementation Agreement has been satisfied or (to the extent it can be) waived.

The giving of a certificate by each of Redflex and Verra under clause 3.2(a) and 3.2(b) respectively will, in the absence of manifest error, be conclusive evidence of whether the conditions precedent referred to in the certificate have been satisfied or waived as at 8:00am on the Second Court Hearing Date.

SCHEME BECOMING EFFECTIVE

Effective Date

Sunset Date

the Effective Date has not occurred on or before the Sunset Date; or

the Implementation Agreement or the Deed Poll is terminated in accordance with its terms,

IMPLEMENTATION OF SCHEME

Lodgement of Court order

Transfer and registration of Scheme Shares

Redflex delivering to Verra for execution a duly completed Scheme Transfer to transfer all of the Scheme Shares to Verra (or a Verra Nominated Acquirer), duly executed by Redflex (or any of its directors and officers) as the attorney and agent of each Scheme Participant as transferor under clause 9.1;

Verra executing (or procuring a Verra Nominated Acquirer to execute) the Scheme Transfer as transferee and delivering it to Redflex for registration; and

Redflex (as soon as practicable after receipt of the Scheme Transfer under clause 5.2(b)) entering, or procuring the entry of, the name and address of Verra (or a Verra Nominated Acquirer) in the Register as the holder of all of the Scheme Shares transferred to Verra (or a Verra Nominated Acquirer) in accordance with the terms of this Scheme.

SCHEME CONSIDERATION

Entitlement to Scheme Consideration

Provision of Scheme Consideration

Payment to Scheme Participants

On the Implementation Date, subject to Verra having satisfied its obligations in clause 6.2, Redflex must pay or procure the payment, from the Trust Account, to each Scheme Participant the Scheme Consideration to which that Scheme Participant is entitled under this clause 6.

The obligations of Redflex under clauses 2.4(a) and 6.3(a) will be satisfied by Redflex (in its absolute discretion) doing any of the following at its election:

where a Scheme Participant has, before the Record Date, made a valid election in accordance with the requirements of the Registry to receive dividend payments from Redflex by electronic funds transfer to a bank account nominated by the Scheme Participant, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; or

otherwise, whether or not the Scheme Participant has made an election referred to in clause 6.3(b)(i), despatching, or procuring the despatch of, a cheque for the relevant amount in Australian currency to the Scheme Participant by prepaid post to their Registered Address, such cheque being drawn in the name of the Scheme Participant (or in the case of joint holders, in accordance with the procedures set out in clause 6.4), for the relevant amount.

Joint holders

any Scheme Consideration will be paid to the holder whose name appears first in the Register as at the Record Date; and

any other document required to be sent under this Scheme will be forwarded to either, at the sole discretion of Redflex, the holder whose name appears first in the Register as at the Record Date or to the joint holders.

Fractional entitlements

Unclaimed monies

Redflex may cancel a cheque or electronic funds transfer issued under this clause 6 if the cheque or electronic funds transfer:

is returned to Redflex or the Registry; or

in the case of a cheque, has not been presented for payment within six months after the date on which the cheque was sent.

During the period of 12 months commencing on the Implementation Date, on request in writing from a Scheme Participant to Redflex or the Registry (which request may not be made until the date which is 20 Business Days after the Implementation Date), Redflex must reissue a cheque or electronic funds transfer that was previously cancelled under this clause 6.6.

The Unclaimed Money Act 2008 (Vic) will apply in relation to any Scheme Consideration which becomes ‘unclaimed money’ (as defined in the Unclaimed Money Act 2008 (Vic)).

Remaining monies (if any) in Trust Account

Orders of a court

If written notice is given to Redflex (or the Registry) of an order or direction made by a court of competent jurisdiction that:

requires payment to be provided to a third party of a sum in respect of Scheme Shares held by a particular Scheme Participant, which would otherwise be payable to that Scheme Participant by Redflex in accordance with this clause 6, then Redflex may procure compliance with that order or direction; or

prevents Redflex from providing all or part of the Scheme Consideration to any particular Scheme Participant in accordance with this clause 6, or the payment of such consideration is otherwise prohibited by applicable law, Redflex may retain the relevant part of the Scheme Consideration to which that Scheme Participant would otherwise have been entitled to receive pursuant to this clause 6 until such time as provision of that part of the Scheme Consideration to that Scheme Participant is permitted by that order or direction or otherwise by law.

To the extent that amounts are so deducted or withheld in accordance with clause 6.8(a), such deducted or withheld amounts will be treated for all purposes under this Scheme as having been paid to the person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted as required.

DEALINGS IN SCHEME SHARES

Determination of Scheme Participants

Each Scheme Participant will be entitled to participate in this Scheme.

For the purpose of establishing the persons who are Scheme Participants, dealings in Shares will only be recognised by Redflex provided that:

in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Register as the holder of the relevant Shares on or before the Record Date; and

in all other cases, registrable transfers or transmission applications in respect of those dealings are received by the Registry on or before the Record Date.

Redflex must register registrable transfers or transmission applications of the kind referred to in clause 7.1(b)(ii) on or by the Record Date.

Redflex will not accept for registration, nor recognise for any purpose, any transfer or transmission application in respect of Shares received after the Record Date, or received

prior to the Record Date but not in actionable or registrable form (as appropriate), other than the transfers contemplated by clause 5.2.

Maintenance of the Register

Effect of share certificates and holding statements

Information to be made available to Verra

No disposals after Record Date

SUSPENSION AND TERMINATION OF QUOTATION OF SHARES

apply to ASX for the suspension of trading of Shares on ASX with effect from the close of trading on the ASX on the Effective Date; and

if this Scheme has been fully implemented in accordance with its terms, if directed by Verra, apply to ASX for termination of official quotation of Shares on ASX and to have Redflex removed from the official list of ASX with effect on a Business Day (after the Implementation Date) nominated by Verra (including lodging a request for removal with ASX before the Implementation Date) and subject to Redflex and Verra satisfying any conditions reasonably required by ASX for it to act on that request.

GENERAL PROVISIONS

Appointment of Redflex as agent and attorney

in the case of Scheme Shares in a CHESS holding:

causing a message to be transmitted to ASX Settlement in accordance with the ASX Settlement Operating Rules so as to transfer the Scheme Shares held by the Scheme Participant from the CHESS sub-register of Redflex to the issuer sponsored sub-register operated by Redflex or the Registry at any time after Verra has provided (or procured the provision of) the Scheme Consideration which is due under this Scheme to Scheme Participants; and

completing and signing on behalf of Scheme Participants any required form of transfer of Scheme Shares;

in the case of Scheme Shares registered in the issuer sponsored sub-register operated by Redflex or the Registry, completing and signing on behalf of Scheme Participants any required form of transfer;

in all cases, executing any document or doing any other act necessary or desirable to give full effect to this Scheme and the transactions contemplated by it, including the execution and delivery of documents required to give effect to the transfers contemplated under clause 5.2; and

enforcing the Deed Poll against Verra,

Scheme Participant’s agreement and consent

irrevocably agrees to the transfer of its Scheme Shares, together with all rights and entitlements attaching to them, to Verra (or a Verra Nominated Acquirer) in accordance with the terms of this Scheme; and

agrees to the variation, cancellation or modification (if any) of the rights attached to its Shares constituted by or resulting from this Scheme,

Warranty by Scheme Participants

all of its Scheme Shares (including any rights and entitlements attaching to them) transferred to Verra (or a Verra Nominated Acquirer) under this Scheme will, on the date of the transfer, be free from all Encumbrances;

all of its Scheme Shares will be fully paid on the date of transfer; and

it has full power and capacity to sell and transfer its Scheme Shares (including all rights and entitlements attaching to them) to Verra (or a Verra Nominated Acquirer) under this Scheme.

Transfer free of Encumbrances

Title to Scheme Shares

Appointment of Verra as sole proxy

is deemed to have irrevocably appointed Redflex as attorney and agent (and directs Redflex in such capacity) to appoint Verra and each of its directors, officers and any secretary or agent nominated by Verra from time to time (jointly and each of them individually) as its sole proxy and, where applicable, corporate representative, to attend shareholders’ meetings of Redflex, exercise the votes attached to the Scheme Shares registered in its name and sign any shareholders’ resolutions of Redflex, whether in person, by proxy or by corporate representative;

must not itself attend or vote at any shareholders’ meetings of Redflex, or sign any resolutions, whether in person, by proxy or by corporate representative, other than under this clause 9.6;

must take all other actions in the capacity of the registered holder of Scheme Shares as Verra reasonably directs; and

acknowledges and agrees that in exercising the powers referred to in clause 9.6(a), Verra and any director, officer, secretary or agent nominated under clause 9.6(a) may act in the best interests of Verra as the intended registered holder of the Scheme Shares.

Scheme alterations and conditions

No liability when acting in good faith

Effect of Scheme

Consent

Notices

Omission to give notice

Further assurances

Each party must at its own expense, whenever requested by the other party, promptly do or, to the extent reasonably practicable, arrange for others to do everything, including executing all documents, reasonably necessary or desirable to give full effect to this Scheme and the transactions contemplated by it.

Without limiting Redflex’s other powers under this Scheme, Redflex has power to do all things that it considers necessary or desirable to give effect to this Scheme and the Implementation Agreement.

Costs and stamp duty

GOVERNING LAW AND JURISDICTION

SERVING DOCUMENTS