Verra Mobility Corporation

Insider Trading Policy

Purpose and Overview

This Insider Trading Policy (“Policy”) describes the standards of Verra Mobility Corporation and its subsidiaries (“VRRM” or the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: Part I prohibits trading in certain circumstances and applies to all directors, officers and employees and their respective immediate family members of the Company, and Part II imposes special additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company and (iii) the employees identified by the Company’s Compliance Department (collectively, the “Insiders”).

Part I

This Policy applies to all employees, outside directors, officers, and consultants of Verra Mobility Corporation and its subsidiaries (“VRRM” or the “Company”), their family members and entities over which such individuals have or share voting or investment control. This Policy also applies to any other person who receives material nonpublic information from any VRRM insider or is otherwise designated by a VRRM Compliance Officer. For purposes of this policy, “family members” include people who live with you, or are financially dependent on you, and also include those whose transactions in securities are directed by you or are subject to your influence or control.

This Policy continues to apply following termination of employment or other relationship with VRRM until after the first trading day that any material non-public information in your possession has become public or is no longer material. Each employee, officer, consultant and director is personally responsible for the actions of their family members and other persons with whom they have a relationship who are subject to this policy, including any pre-clearances required.

Information dealing with the following subjects is reasonably likely to be found material in particular situations:

Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consult a Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.

Nonpublic information may include:

As with questions of materiality, if you are not sure whether information is considered public, you should either consult with a Compliance Officer or assume that the information is nonpublic and treat it as confidential.

Compliance Officer. The Company has designated the Chief Legal Officer, the Chief Financial Officer and the Deputy General Counsel and Head of Corporate Compliance as Insider Trading Compliance Officers (each, a “Compliance Officer”). The Company will update the persons who are designated as Compliance Officers from time to time as necessary to

reflect additions and departures. The duties of each Compliance Officer will include the following:

Compliance Officers may designate one or more individuals who may perform the Compliance Officer’s duties in the event that a Compliance Officer is unable or unavailable to perform such duties. In fulfilling duties under this Policy, Compliance Officers shall be authorized to consult with VRRM outside counsel.

U.S. federal securities laws prohibit the Company from selectively disclosing material nonpublic information. VRRM has established procedures for releasing material information in a manner that is designed to achieve broad dissemination of the information immediately upon its release. Employees may not, therefore, disclose material nonpublic information to anyone outside the Company, including family members and friends, other than in accordance with those established procedures. Any inquiries about the Company should be directed to our Investor Relations team.

Employees must follow the VRRM Disclosure and Regulation FD Policy and the communication guidelines contained in the Employee Handbook when communicating about the Company, including via social media or other Internet posting.

Any person who violates this Policy, the Company’s Disclosure Policy or any federal or state laws governing insider trading, or knows of any such violation by any other person, must report the violation immediately to a Compliance Officer or the Audit Committee of VRRM Board of Directors, as the SEC can seek civil penalties against the Company, our directors and supervisory personnel for failing to take appropriate steps to prevent illegal trading. Upon learning of any such violation, a Compliance Officer or Audit Committee, in consultation with the Company’s legal counsel, will determine whether the Company should release any material nonpublic information or whether the Company should report the violation to the SEC or other appropriate governmental authority.

In order to avoid any questions and to protect both employees and the Company from any potential liability, from time to time VRRM may impose a “blackout” period during which some or all employees may not buy or sell VRRM securities. This restriction does not apply

to transactions made under an approved Rule 10b5-1 trading plan. A Compliance Officer will impose such a blackout period if, in his or her judgment, there exists nonpublic information that would make trades by VRRM employees (or certain VRRM employees) inappropriate in light of the risk that such trades could be viewed as violating applicable securities laws. If you are made aware of such a blackout period, do not disclose its existence to anyone. The Compliance Officer will notify persons that were subject to a blackout period when such period has ended.

VRRM may change the terms of this Policy from time to time to respond to developments in law and practice, and will take steps to inform all affected persons of any material changes.

The Policy will be available on the Company’s internal website, delivered to all persons subject to this Policy upon adoption, and to all new other persons at the start of their employment or relationship with the Company. Upon first receiving a copy of the Policy or any revised versions, each such person must sign an acknowledgment that he or she has received a copy and agrees to comply with the Policy’s terms. This acknowledgment and agreement will constitute consent for VRRM to impose sanctions for violation of this Policy and to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy.

Part II

Any trade by an Insider that is subject to this Policy will be permitted only during an open “trading window.” Even when the window is open, all Company personnel are prohibited from trading in VRRM securities while in possession of material nonpublic information. The trading window generally opens following the close of trading on the first full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and closes at the close of trading fourteen (14) calendar days prior to the end of a fiscal quarter. In addition to when the trading window is scheduled to be closed, the Company may impose a special blackout period at its discretion due to the existence of material nonpublic information. A VRRM Compliance Officer will advise Insiders when the trading window opens and closes.

As part of this Policy, all purchases, sales or gifts of securities of the Company by Insiders must be pre-cleared by a Compliance Officer, in all cases regardless of whether or not a blackout period is in effect. Insiders do not need to receive pre-clearance for transactions that are not subject to the Policy or for transactions pursuant to an approved Rule 10b5-1 trading plan. See “Pre-Clearance of Rule 10b5-1 Trading Plans Required” below. The pre-clearance requirement is intended to prevent inadvertent Policy violations, avoid trades involving the appearance of improper insider trading, facilitate timely Form 4 reporting by Section 16 Insiders and avoid transactions that are subject to disgorgement under Section 16(b) of the Exchange Act.

Requests for pre-clearance must be submitted on a Preclearance Request and Approval Form, a copy of which may be obtained from the Compliance Department, to a Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive a response from a Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. Once the proposed transaction is pre-cleared, the Insider may proceed with it on the approved terms within a 5-business day period immediately following receipt by the Insider of such clearance, provided that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by the Company prior to the completion of the trade. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

Prior to entering into or amending a Rule 10b5-1 trading plan, an Insider must obtain the approval of a Compliance Officer at least five full trading days prior to entry into or modification of the plan. However, pre-clearance will not be required for individual transactions effected pursuant to an approved Rule 10b5-1 trading plan. Any Rule 10b5-1 trading plan entered into by an Insider must comply with and be operated in accordance with applicable rules of the Securities and Exchange Commission and the requirements set forth in the Company’s Guidelines for Rule 10b5-1 Trading Plans, a copy of which may be obtained from the Compliance Department. Clearance of a Rule 10b5-1 trading plan by a Compliance Officer is valid for no more than the 5-business day period immediately following receipt by the Insider of such clearance. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance. All Section 16 Insiders must immediately report the results of transactions effected under a trading plan to a Compliance Officer since they will be reportable on Form 4 within two business days following the execution of the trade, subject to an extension of not more than two additional business days where the Section 16 Insider is not immediately aware of the execution of the trade. Notwithstanding the foregoing, any transactions by a Compliance Officer who is also an Insider shall be subject to pre-clearance by another Compliance Officer, the Chief Financial Officer or, in the event of their unavailability, the Chief Executive Officer.

Compliance Officers may, on a case-by-case basis, authorize a transaction in VRRM securities outside of the trading window (but in no event during a special blackout period) due to financial or other hardship. Any request for a hardship exemption must be in writing and must describe the amount and nature of the proposed transaction and the circumstances of the hardship. The Insider requesting the hardship exemption must also certify to a Compliance Officer within two business days prior to the date of the proposed trade that he or she is not in possession of material nonpublic information concerning VRRM. The existence of the foregoing procedure does not in any way obligate a Compliance Officer to approve any hardship exemption requested by an Insider.

All Insiders must ensure that their broker does not to execute any transaction for the Insider (other than under a previously approved Rule 10b5-1 trading plan) until the broker has verified with a Compliance Officer that the transaction has been precleared.

To facilitate timely reporting under Section 16 of the Exchange Act, Section 16 Insiders are required to on the same day as the trade date, or, with respect to transactions effected pursuant to a Rule 10b5-1 trading plan, on the day the Insider is advised of the terms of the transaction, (a) report the details of each transaction to a Compliance Officer and (b) arrange with persons whose trades must be reported by the Insider under Section 16 of the Exchange Act (such as immediate family members living in the Insider’s household) to immediately report directly to the Company and to the Insider the following transaction details:

The transaction details must be reported to a Compliance Officer, with copies to VRRM personnel who will assist the Section 16 Insider in preparing his or her Form 4. Section 16 Insiders are also required to report any gifts on the same day as the gift transaction occurred.

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors will be responsible for monitoring and recommending any modification to this Policy, if necessary or advisable, to the Board of Directors. The Committee will also review, at least annually, those individuals who are deemed to be executive officers for purposes of Section 16 of the Exchange Act and will recommend any changes regarding such status to the Board of Directors.

The Committee will review, at least annually, those individuals deemed to be “Insiders” for purposes of this Part II. Insiders shall include persons subject to Section 16 of the Exchange Act and such other persons as the Committee deems to be Insiders. Generally, Insiders shall be any person who by function of their employment is consistently in possession of material nonpublic information or performs an operational role, such as head of a division or business unit, that is material to the Company as a whole.