public units or units means one share of Class A
Common Stock and one Public Warrant of the Company sold in the IPO.
Public Warrants means the warrants included in the
units issued in the IPO, each of which is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, in accordance with its terms.
Registration Rights Agreement means that certain Amended and Restated Registration Rights entered into at the closing of
the transactions contemplated by the Merger Agreement, including the Business Combination, by us, the Companys Sponsor, Mr. Randall Bort, Mr. William Patton, Mr. Jeffrey Rea and the Greenlight Stockholders.
Restricted Gores Stockholders means the Companys Sponsor, applicable Permitted Transferees of the Companys
Sponsor, Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea.
Restricted Stockholders means the
Restricted Gores Stockholders and the Greenlight Stockholders.
Restricted Securities means any shares of Class A
Common Stock, Private Placement Warrants, or any options or warrants to purchase any shares of Class A Common Stock, Private Placement Warrants, or any securities convertible into, exercisable for, exchangeable for or that represent the right
to receive shares of Class A Common Stock or Private Placement Warrants, in each case held by the Restricted Stockholders; provided, that, the Restricted Securities do not include any shares of Class A Common Stock acquired pursuant
to a subscription agreement entered into with the Company in connection with the Business Combination other than the Gores Restricted Stock.
Rollover Credit Agreements means, collectively: (i) the First Lien Term Loan Credit Agreement, dated as of
March 1, 2018, among Greenlight Acquisition Corporation, a Delaware corporation, VM Consolidated, Inc. (f/k/a Verra Mobility Corporation, f/k/a ATS Consolidated, Inc.), a Delaware corporation, American Traffic Solutions, Inc., a Kansas
corporation, and Lasercraft, Inc., a Georgia corporation, the lenders party thereto from time to time, and Bank of America, as the administrative agent and the collateral agent; and (ii) the Revolving Credit Agreement, dated as of March 1,
2018, among Greenlight Acquisition Corporation, a Delaware corporation, VM Consolidated, Inc. (f/k/a Verra Mobility Corporation, f/k/a ATS Consolidated, Inc.), a Delaware corporation, the other Borrowers (for this purpose only, as defined therein)
party thereto from time to time, the lenders party thereto from time to time, and Bank of America, as the administrative agent and the collateral agent, in the case of each of the foregoing (i) and (ii), as amended or otherwise modified from
time to time.
Rollover Shares means the 66,381,911 shares of Class A Common Stock issued to the Greenlight
Stockholders for their ownership interests pursuant to the Merger Agreement.
Second Merger Sub means AM Merger Sub II,
LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company.
Securities Act means
the Securities Act of 1933, as amended.
Selling Holders means the persons listed in the table in the Selling
Holders section of this prospectus, and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Holders interest in Class A Common Stock or Private Placement Warrants other than
through a public sale.
Sponsor means Gores Sponsor II LLC, a Delaware limited liability company.
Stock Consideration means the Class A Common Stock issued to the Greenlight Stockholders pursuant to the transactions
contemplated by the Merger Agreement, including the Rollover Shares and any Earn-Out Shares.
v