REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2017, is made and entered into by and among Gores Holdings II, Inc., a Delaware corporation (the “Company”), Gores Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between GORES HOLDINGS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 19th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2017, is by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
37,500,000 Units Gores Holdings II, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
Gores Holdings II, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 37,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,625,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 19th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of January 12, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Gores Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2016, by and between GORES HOLDINGS II, INC., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2016 by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
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”).
8,000,000 Shares Verra Mobility Corporation Class A Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2021 • VERRA MOBILITY Corp • Transportation services • New York
Gores Holdings II, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • January 19th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registr
Gores Holdings II, Inc. Beverly Hills, California 90212Gores Holdings II, Inc. • December 9th, 2016 • Blank checks • New York
Gores Holdings II, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 10,781,250 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,406,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustmen
Gores Holdings II, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registr
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED FIRST LIEN TERM LOAN CREDIT AGREEMENTCredit Agreement • February 29th, 2024 • VERRA MOBILITY Corp • Transportation services
THIS AMENDED AND RESTATED FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of March 26, 2021, as amended by Amendment No. 1 and Amendment No. 2, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), VM 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.
Amendment No. 3 to REVOLVING CREDIT AgreementRevolving Credit Agreement • December 20th, 2021 • VERRA MOBILITY Corp • Transportation services • Delaware
THIS REVOLVING CREDIT AGREEMENT, dated as of March 1, 2018 and as amended on the Amendment No. 1 Effective Datefrom time to time, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), VERRA MOBILITY CORPORATIONVM CONSOLIDATED, INC. (f/k/a ATS CONSOLIDATED, INC. and f/k/a VERRA MOBILITY CORPORATION), 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2023 • VERRA MOBILITY Corp • Transportation services • Arizona
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between VM Consolidated, Inc., a Delaware corporation having its principal offices in Mesa, Arizona and a wholly owned subsidiary of Verra Mobility Corporation (together with Verra Mobility Corporation, the “Company”), and Jon Keyser (the “Executive”). This Agreement shall become effective on the date of the last signatory hereto, provided, however, that the Agreement is fully executed by November 8, 2022. If the Agreement is not fully executed by November 8, 2022, it shall become null and void.
VM CONSOLIDATED, INC., the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee $350,000,000 5.50% SENIOR NOTES DUE 2029 INDENTURE Dated as of March 26, 2021Indenture • March 29th, 2021 • VERRA MOBILITY Corp • Transportation services • New York
INDENTURE dated as of March 26, 2021 among VM Consolidated, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2017 by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Agreement and Plan of Merger by and among T2 Systems Parent Corporation, and the Representative named herein November 1, 2021Agreement and Plan of Merger • November 2nd, 2021 • VERRA MOBILITY Corp • Transportation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2021, is made by and among (i) T2 Systems Parent Corporation, a Delaware corporation (the “Company”), (ii) VM Consolidated, Inc., a Delaware corporation (“Buyer”), (iii) Project Titan Merger Sub, Inc., a Delaware corporation and wholly‑owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and (iv) Thoma Bravo Discover Fund, L.P., a Delaware limited partnership, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below. “Party” as used herein means, individually, each of the Company, Buyer, Merger Sub and, solely in such capacity, the Representative (and all are collectively referred to herein as the “Parties”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • August 20th, 2021 • VERRA MOBILITY Corp • Transportation services • Delaware
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.
PURCHASE AGREEMENTPurchase Agreement • March 19th, 2021 • VERRA MOBILITY Corp • Transportation services • New York
BofA Securities, Inc. As Representative of the Initial Purchasers c/o BofA Securities, Inc. One Bryant Park New York, New York 10036
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”).
Gores Holdings II, Inc.Letter Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks • New York
This letter agreement by and between Gores Holdings II, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor II LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 2nd, 2022 • VERRA MOBILITY Corp • Transportation services • Arizona
This Separation and Release Agreement (“Agreement”) is made by and between Rebecca Collins (“Executive”) and Verra Mobility Corporation. (“Verra Mobility” or the “Company”) (and, together with Executive, the “Parties”) to set forth the Parties’ agreement concerning the terms and conditions that will govern the termination of the employment relationship between Executive and the Company.
AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 25th, 2020 • 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, and the Amendment No. 2 Effective Date, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), VERRA MOBILITY CORPORATION (VM CONSOLIDATED, INC. (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.
SCHEME IMPLEMENTATION AGREEMENTVERRA MOBILITY Corp • January 21st, 2021 • Transportation services • New South Wales
By signing this document the witness states that they witnessed the signature of the signatory over audio visual link in accordance with s14G of the Electronic Transactions Act 2000 (NSW).57
Amendment No. 4 to Amended and Restated First lien TERM LOAN CREDIT AgreementCredit Agreement • October 7th, 2024 • VERRA MOBILITY Corp • Transportation services • New York
THIS AMENDED AND RESTATED FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of March 26, 2021, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, among GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), VM 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.
SECOND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 11th, 2023 • VERRA MOBILITY Corp • Transportation services • New York
THIS SECOND AMENDMENT TO WARRANT AGREEMENT (this “Second Amendment”), dated as of May 11, 2023, is made by and between Verra Mobility Corporation, a Delaware corporation (“Verra Mobility”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as existing warrant agent (“AST”), and constitutes an amendment to that certain Warrant Agreement, dated as of January 12, 2017, by and between Verra Mobility and Continental Stock Transfer & Trust Company, a New York corporation, as original warrant agent (“Continental”), as amended by that certain First Amendment to Warrant Agreement, dated as of January 15, 2020, by and among Verra Mobility, Continental and AST (together, the “Existing Warrant Agreement”). Capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement.
Amendment No. 2 to REVOLVING CREDIT AgreementCredit Agreement • April 22nd, 2022 • VERRA MOBILITY Corp • Transportation services
This AMENDMENT NO. 2 (this “Amendment”) dated as of October 29, 2021 to the Revolving Credit Agreement dated as of March 1, 2018 (as amended, supplemented or otherwise modified prior to the Amendment No. 2 Effective Date (as defined below)) (the “Credit Agreement”), among GREENLIGHT ACQUISITION CORPORATION (“Holdings”), VM CONSOLIDATED, INC. (f/k/a VERRA MOBILITY CORPORATION, f/k/a ATS CONSOLIDATED, INC.) (the “Lead Borrower”), each of the other borrowers party thereto from time to time (together with Lead Borrower, collectively, the “Borrowers”), the lenders party thereto from time to time and BANK OF AMERICA, N.A., as the Administrative Agent (the “Administrative Agent”) and as Collateral Agent, is entered into and among Holdings, the Borrowers, the Administrative Agent and the Lenders party hereto.
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.
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENTConfidential Separation and Release Agreement • May 7th, 2019 • VERRA MOBILITY Corp • Transportation services • New York
This Confidential Separation and Release Agreement (hereinafter the “Agreement”) is made by and between Jon Routledge (hereinafter “you” or “Employee”) and Highway Toll Administration, LLC (hereinafter “HTA” or “the Company”) (together “the Parties”) to set forth the Parties’ agreement concerning the terms and conditions that will govern the termination of the employment relationship between Employee and the Company. The Parties agree as follows:
GORES II SUBSCRIPTION AGREEMENTGores Ii Subscription Agreement • June 21st, 2018 • Gores Holdings II, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this day of June, 2018 (this “Subscription Agreement”), by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
15,000,000 Shares Verra Mobility Corporation Class A Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2019 • VERRA MOBILITY Corp • Transportation services • New York
Verra Mobility Corporation, a Delaware corporation (the “Company”) and PE Greenlight Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”) confirm their respective agreements with you and each of the other underwriters named on Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) with respect to the sale by the Selling Stockholder, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 15,000,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Stockholder also proposes to sell at the Underwriters’ option an aggregate of up to 2,250,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • March 2nd, 2020 • VERRA MOBILITY Corp • Transportation services • New York
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “First Amendment”), dated as of January 15, 2020, is made by and among Verra Mobility Corporation, a Delaware corporation (as successor by merger to Gores Holdings II, Inc.) (“Verra Mobility”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”). Capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GORES HOLDINGS II, INC., AM MERGER SUB I, INC., AM MERGER SUB II, LLC, GREENLIGHT HOLDING II CORPORATION, and PE GREENLIGHT HOLDINGS, LLC, IN ITS CAPACITY AT THE STOCKHOLDER REPRESENTATIVE DATED AS OF JUNE 21,...Agreement and Plan of Merger • June 21st, 2018 • Gores Holdings II, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 21, 2018, by and among Gores Holdings II, Inc., a Delaware corporation (“Parent”), AM Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“First Merger Sub”), AM Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), Greenlight Holding II Corporation, a Delaware corporation (the “Company”), and PE Greenlight Holdings, LLC, a Delaware limited liability company, in its capacity as the Stockholder Representative hereunder (in such capacity, the “Stockholder Representative”). Each of the Company, Parent, First Merger Sub, Second Merger Sub and the Stockholder Representative shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibi
Gores Holdings II, Inc.Letter Agreement • January 19th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
This letter agreement by and between Gores Holdings II, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor II LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
