SHARE REPURCHASE AGREEMENT
This Share Repurchase Agreement (this Agreement) is made and entered into as of August 18, 2021, by and between Verra Mobility Corporation, a Delaware corporation (the Company), and PE Greenlight Holdings, LLC, a Delaware limited liability company (the Selling Stockholder), which is selling Shares (as defined below) in the Secondary Offering (as defined below.
WHEREAS, the Selling Stockholder owns 24,257,136 shares (the Shares) of the Companys Class A Common Stock, par value $0.0001 per share, of the Company (the Common Stock);
WHEREAS, the Selling Stockholder proposes to sell through an underwritten public offering registered with the Securities and Exchange Commission (the Secondary Offering) at least 4 million of the Shares (the Secondary Shares); and
WHEREAS, the Company and the Selling Stockholder propose to enter into a transaction (the Repurchase Transaction) whereby the Selling Stockholder shall sell to the Company and the Company shall purchase from the Selling Stockholder such aggregate number of shares (rounded down to the nearest whole share) of Common Stock equal to $100 million (the Repurchase Shares) divided by the lesser of the per share of Common Stock price at which the shares of Common Stock are sold (i) to the public in the Secondary Offering, less the underwriting discount and (ii) in any other concurrent sale of shares of Common Stock by the Selling Stockholder (the Per Share Repurchase Price).
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Repurchase of Shares. The Selling Stockholder shall sell to the Company, and the Company shall purchase from the Selling Stockholder, the Repurchase Shares, under the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements contained herein, at the Closing (as defined below), at the Per Share Repurchase Price.
Section 2.01 Closing. The closing of the Repurchase Transaction (the Closing) shall take place via the electronic exchange of documents and signature pages immediately subsequent to the satisfaction or waiver of the conditions set forth in ARTICLE V herein (with the date upon which such satisfaction or waiver occurs being referred to here as the Closing Date) or at such other time, date or place as the Selling Stockholder and the Company may agree in writing.