Introduction

Verra Mobility Corporation (“Verra Mobility” or the “Company”) is committed to improving the quality of life of everyone–from our colleagues, to our customers, to the communities where we live and work. Our reputation for integrity and excellence demands a diligent observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. Accordingly, this Code of Business Ethics and Conduct (“Code”) sets forth the ethical and fiduciary principles and related compliance requirements under which the Company must operate.

Verra Mobility complies with all applicable laws and regulations, and we strive to cultivate a culture where its directors, officers, employees, agents, contractors, and consultants not only conduct business in accordance with the letter and spirit of all relevant laws and regulations, but also seek to exceed such standards. It is the responsibility of every officer, director, and employee (each, an “Employee”), as well as agent, contractor and consultant of Verra Mobility to fulfill the Company’s commitment to ethical conduct and compliance with laws and regulations.

The Verra Mobility Code of Business Ethics and Conduct is crucial to ensuring that our Employees—as well as our customers and the public at large—are aware of the standards we have set for ourselves. All Employees, agents, contractors, and consultants are personally responsible for compliance with the Code, and failure to comply with its provisions is grounds for disciplinary action or assignment/contract termination.1

The Compliance and Ethics Committee (the “Compliance Committee”) is responsible for Enforcement of the Code (including implementation, training, investigations, and remedial measures) and the implementation of a Compliance Program. The Compliance Committee shall consist of the Chief Financial Officer, the General Counsel, and the Chief People Officer, who shall operate according to the Compliance & Ethics Committee Charter.

1. Standards of Integrity

Employees are subject to the following Standards of Integrity, which are intended to provide guidance for handling a spectrum of matters. Any questions regarding the application of these Standards of Integrity to particular matters should be directed to the Company’s Compliance Committee or to the Ethics Hotline (identified below):

  • Employees must respect and obey all applicable laws, rules and regulations governing the Company and the operation of its business.
  • Employees shall avoid inappropriate conflicts of interest or any abuse of a position of trust and responsibility.
  • Employees shall not take inappropriate advantage of their position with the Company.
  • Employees shall ensure that Verra Mobility and Client information is kept confidential, including the identity of prospective Clients.
  • Verra Mobility will continue to establish formal, company-wide procedures to train every Employee in the Company’s Standards of Integrity governing all of our business interactions.

Regarding any course of conduct not specifically addressed in the Code, Employees are instructed to consult with their managers (or, for contractors and consultants, their usual point of contact at Verra Mobility), Legal, or Human Resources, but ultimately, they are responsible for using good judgment and acting in a manner consistent with the spirit, principles, and values embodied in the Code.

Before engaging in any activity, conduct, transaction or relationship that might give rise to or appear to be a conflict of interest, as discussed more fully below, Employees must seek review from their manager, Human Resources, or a member of the Compliance Committee.

At Verra Mobility, everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where Employees feel comfortable raising such questions. We all

benefit when Employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Knowledge of events by Employees related to questionable, inappropriate or fraudulent business conduct, accounting practices or regulatory, internal accounting, or auditing matters must be immediately reported to a member of the Compliance Committee or the Ethics Hotline. Any such reports will be treated confidentially to conduct a complete and fair investigation or to take appropriate corrective action (to the extent permitted by law and feasible in light of the investigation). Failure to report such matters constitutes a violation of this Code. The Committee will investigate any reported or suspected violation of the provisions of this Code and take appropriate remedial actions, where appropriate.

In addition, in order to further promote the Verra Mobility Code of Business Ethics and Conduct, there is an alternative way to report incidents, which provides the option to do so anonymously. The Ethics & Compliance Hotline enables Employees to report incidents via the web at hotline.verramobility.com or via a toll-free number 800-461-9330 (available 24 hours a day, seven days a week).

Employees are required to cooperate in any investigation if they raise a potential violation of this Code in any manner other than anonymously. Employees who discourage or prevent another either from making such a report or seeking the help or assistance they need to report the matter to the individuals identified above will be subject to disciplinary action. As discussed more fully below, retaliation against an individual who reports a violation is prohibited and will be dealt with as a separate violation of Company policy and procedure. We will not tolerate retaliation against Employees who raise good faith ethics concerns. Please see the Company’s Policy for Reporting Violations and Complaints for additional information regarding reporting suspected or actual violations of this Code.

Management has the added responsibility of demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matter. To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns and for taking appropriate steps to deal with such issues. Managers should not consider ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Verra Mobility, we want the ethics dialogue to become a natural part of daily work.

Management has the added responsibility of demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matter.

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns and for taking appropriate steps to deal with such issues. Managers should not consider ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Verra Mobility, we want the ethics dialogue to become a natural part of daily work.

Examples of Conflicts of Interest

The following non-exclusive list is intended to serve as a guide of those activities that may create a conflict of interest in violation of this policy (some of which are addressed in more detail elsewhere in this Code).

  • Being employed by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, client or customer, regardless of the nature of the employment, while also being employed by Verra Mobility.
  • Hiring, supervising, or influencing Verra Mobility personnel decisions impacting relatives or close personal friends.
  • Direct reporting to a spouse, partner or immediately family member.
  • Serving as a board member for an outside company or organization without disclosure to Verra Mobility where a potential conflict of interest may arise.
  • Owning or having a significant financial interest in a competitor, supplier, or contractor. A significant financial interest is any financial interest that: (a) is more than 1/10 of one percent of a company’s securities or other financial instruments and (b) exceeds 25 percent of an Employee’s Verra Mobility annual base salary and bonuses.
  • Placing Company business with a company, which Employee or an Employee’s relative or personal friend controls or has a significant financial interest.
  • Accepting gifts, discounts, favors, or services from a customer, potential customer, competitor, or supplier unless of modest value-as outlined by the Legal Department pursuant to applicable federal, state and local laws.

Determining whether a conflict of interest exists is not always easy to do. Employees with conflict of interest questions should seek advice from their manager, or the Legal or Human Resources departments, or the Committee.

Verra Mobility encourages its Employees to participate in the political process. It is the responsibility of every Verra Mobility Employee to fully comply with all laws and regulations in relation to interactions with government officials, including laws governing campaign finance, government ethics and lobbying. In addition, all lobbying activities on behalf of the company must be authorized by the General Counsel or his or her designee, in accordance with the Verra Mobility Political Contributions Policy.

Verra Mobility Employees must keep their personal political contributions and activities separate from the Company. If you make political contributions, you may not refer in any way to your employment or use the company’s assets, including its name, in connection with your contributions, unless required to do so by law.

If you are appearing before a government body or engaging in contact with a public official outside of your ordinary work duties regarding a business in which Verra Mobility is engaged or a business issue in which Verra Mobility has an interest, you should make it clear that you are not representing Verra Mobility, and you must advise the Legal Department in advance.

Verra Mobility Employees may not make payments of corporate contributions, whether monetary or non-monetary assets, to any domestic or foreign political party, candidate, campaign or public official on behalf of the Company or in the Company’s name unless that contribution is permitted under applicable laws and approved in advance by the General Counsel or his or her designee. All political contributions made on behalf of the company or by an Employee in their capacity representing Verra Mobility must comply with the Political Contributions Policy and be done through the Political Contribution Request Form. In addition, Employees may never reimburse (or request or authorize reimbursement to) anyone for any political contribution using company funds, except as set forth in the Political Contributions Policy and in accordance with the required authorizations.

Employees may hold outside jobs with companies that do not compete with Verra Mobility as long as they meet the performance standards of their jobs with Verra Mobility. However, outside employment that competes with, constitutes a conflict of interest with, or creates an adverse impact on Verra Mobility is prohibited. In addition, (i) outside employment must not be done on Company time and must not involve the use of Company equipment or supplies; (ii) the employee should not attempt to sell products or services related to outside employment to the Company; and (iii) performance of outside employment must not interfere with or prevent the employee from devoting the time and effort needed to fulfill the employee’s primary duties and obligations as an employee of the Company. If you have a question about whether outside employment might constitute a conflict of interest or otherwise violate the Code, you should seek guidance from your manager, Human Resources, or the Legal Department.

2. Protecting Verra Mobility’s Assets and Reputation

The success of our business is dependent on the trust and confidence we earn from our employees, agents, contractors, consultants, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity, and reaching company goals solely through honorable conduct. Ultimately, we will be judged on what we do. When considering any action, it is wise to ask:

  • Will this build trust and credibility for Verra Mobility?
  • Are there potentially applicable laws and regulations that govern the activity, and if so, are the activities in full compliance? (If unsure, seek guidance from the Law Department before acting.)

  • Will it help create a working environment in which Verra Mobility can succeed over the long term?

  • Is the commitment I am making one upon which I can follow through

The only way we will maximize trust and credibility is by answering “yes” to these questions and by working every day to build our trust and credibility.

We all deserve to work in an environment where we are treated with dignity and respect. Verra Mobility is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.

Verra Mobility is an equal opportunity employer and is committed to providing a workplace that is free of discrimination and all types of abusive, offensive, or harassing behavior. Any Employee who feels harassed or discriminated against should report the incident to his or her manager or Human Resources. See the Employee Handbook for further information.

It is strictly prohibited to take any adverse action against anyone who reports conduct that he or she reasonably believes is illegal or otherwise violates the Code, even if the report is ultimately mistaken or unsupported. An Employee will not be discharged, demoted, suspended, threatened, harassed or in any way subject to adverse treatment in terms of conditions of employment because of such a report, including reports made to government agencies or other branches of government. An Employee found to have retaliated against a reporting individual will face disciplinary action and possible termination of employment.

We create, retain, and dispose of our Company records as part of our normal course of business in compliance with all Verra Mobility policies and guidelines, as well as all regulatory, legal and contractual requirements. It is the responsibility of Verra Mobility Employees to preserve the confidentiality of on-site, hard-copy and electronic records. Similar caution should be exercised when selecting a vendor to store documents offsite. Employees can obtain more information about the Verra Mobility records retention policy by contacting the Legal Department or the Information Security Department, or by reviewing the Company’s Data Retention Policy.

In the event of litigation or regulatory directive, all relevant hard-copy and electronic records must be retained, regardless of any applicable records retention/destruction schedule, and all automatic destruction features within the Company’s systems will be overruled in accordance with the scope of the litigation or regulatory directive.

Employees should dispose of sensitive, confidential, or restricted printed information appropriately. An approved vendor has been contracted to dispose of all such records. Scheduled service by the vendor is specifically designed to manage the destruction of 2019 Verra Mobility Page 8 Proprietary and Confidential

regularly generated Confidential Information.2 Locked security consoles are placed at the worksite and Employees are instructed to deposit sensitive documents into the consoles at times when disposal is appropriate or warranted.

We will ensure that all disclosures made in financial reports and documents are full, fair, accurate, timely and understandable. This obligation applies to all Employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing, and signing or certifying the information contained therein. The perceived achievement of a business goal is never an excuse for misrepresenting facts or falsifying records.

Business records and communications often become public, and Employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to email, internal memos, and formal or informal communications.

We must not improperly influence, manipulate, or mislead any authorized audit, or interfere with any auditor engaged to perform an independent audit of Verra Mobility’s books, records, processes, or internal controls.

Employees should inform the General Counsel or the Chief Financial Officer (“CFO”) if they learn that information in any report or communication was untrue or misleading at the time it was made or if subsequent information would affect a future report or communication.

It is of paramount importance to the Company that all disclosure in reports and documents that the Company files with, or submits to, the SEC, and in other public communications made by the Company is full, fair, accurate, timely and understandable. Employees must take all steps available to assist the Company in these responsibilities consistent with their role within the Company. In particular, Employees are required to provide prompt and accurate answers to all inquiries made to them in connection with the Company’s preparation of its public reports and disclosure.

The Company’s Chief Executive Officer (“CEO”) and CFO are responsible for designing, establishing, maintaining, reviewing and evaluating on a quarterly basis the effectiveness of the Company’s disclosure controls and procedures (as such term is defined by applicable SEC rules).

The Company’s CEO, CFO, controller and such other Company officers designated from time to time by the Audit Committee of the Board of Directors shall be deemed the “Senior Officers” of the Company. Senior Officers shall take all steps necessary or

advisable to ensure that all disclosure in reports and documents filed with or submitted to the SEC, and all disclosure in other public communication made by the Company is full, fair, accurate, timely and understandable.

Senior Officers are also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Senior Officers will take all necessary steps to ensure compliance with established accounting procedures, the Company’s system of internal controls and generally accepted accounting principles. Senior Officers will ensure that the Company makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company. Senior Officers will also ensure that the Company devises and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:

transactions are executed in accordance with management’s general or specific authorization;

  • transactions are recorded as necessary (a) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (b) to maintain accountability for assets;
  • access to assets is permitted, and receipts and expenditures are made, only in accordance with management’s general or specific authorization; and
  • the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, all to permit prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements.

Any attempt to enter inaccurate or fraudulent information into the Company’s accounting system will not be tolerated and will result in disciplinary action, up to and including termination of employment.

Senior Officers each bear a special responsibility for promoting integrity throughout the Company. Furthermore, the Senior Officers have a responsibility to foster a culture throughout the Company as a whole that ensures the fair and timely reporting of the Company’s results of operation and financial condition and other financial information.

Because of this special role, the Senior Officers are bound by the following Senior Officer Code of Ethics, and by accepting the Code of Business Conduct and Ethics each agrees that he or she will:

  • perform his or her duties in an honest and ethical manner.
  • handle all actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical manner.
  • take all necessary actions to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications.
  • comply with all applicable laws, rules and regulations of federal, state and local governments.
  • proactively promote and be an example of ethical behavior in the work environment.

Verra Mobility Employees are expected to protect company information, both non-public information, that includes “inside information” and non-public information entrusted to Verra Mobility, as well as publicly available information in which Verra Mobility or others have intellectual property rights.

Verra Mobility Employees are expected to safeguard non-public company information by following company policies and procedures and contractual agreements for identifying, using, retaining, protecting and disclosing this information.

You may not release non-public company financial information to the public or third parties unless specifically authorized by the General Counsel or the CFO to do so.

We will not improperly disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any confidential information with respect to Verra Mobility, its securities, business operations, plans, non-public financial information, results of operations, development plans or any other information about clients or potential clients in the Company’s possession. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain confidential, proprietary, or trade secret information of Verra Mobility or other third parties, including, but not limited to, current, former and potential clients.

Verra Mobility Employees should avoid discussions of Confidential Information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally. Use of speaker phones or cellular telephones also shall be avoided in circumstances where Confidential Information may be overheard by unauthorized persons. Documents and files that contain Confidential Information must be kept secure in order to minimize the possibility that such Confidential Information will be transmitted to an unauthorized person. Confidential documents should be stored in locked file cabinets or other secure locations. Confidential databases and other Confidential Information accessible by computer should be maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. All Employees should lock their computers at the end of each work day.

Information Security standards are covered more thoroughly in the related Verra Mobility Information Security Policies and Procedures, which employees are required to read and comply with.

Company resources, including time, material, equipment, and information, are provided for Company business use. Nonetheless, limited personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.

Employees and those who represent Verra Mobility are trusted to behave responsibly and use good judgment to conserve Company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

Generally, Employees may not use Company equipment such as computers, copiers, and fax machines in the conduct of an outside business or in support of any personal, religious, political, or other outside activity. Employees may not solicit contributions from other Employees or distribute non-work-related materials and literature on Company premises during working hours.

Employees may not physically remove Confidential Information from the premises of the Company except consistent with and in furtherance of the performance of their duties to the Company. All originals and copies of Confidential Information are the sole property of the Company. Upon the termination of employment for any reason, or upon the request of the Company at any time, each Employee promptly will deliver all copies of such materials to the Company.

In order to protect the interests of the Verra Mobility network and our fellow Employees, Verra Mobility reserves the right to monitor or review all data and information contained on an Employee’s Company-issued computer or electronic device or exchanged on or transmitted via the Company’s networks and servers. All communications exchanged or transmitted via, or stored on, Company hardware (including mobile phones), software, servers, and e-mail systems are the property of the Company, and you should not have any expectation of privacy in such communications. We will not tolerate the use of Company resources to create, access, store, print, solicit, or send any materials that are abusive, sexually explicit, profane, or that violate the Company’s discrimination or harassment policies. Questions about the proper use of Company resources should be directed to your manager. The mobile device policy is separately published and managed by Information Security. Any employee who uses a personal mobile device for Verra Mobility purposes, or who is issued a Verra Mobility mobile device, must sign and comply with this policy.

Former Employers may have required you to sign non-disclosure or other agreements that may affect your work at Verra Mobility. If you have not disclosed these to your supervisor by the time of hire, you must do so immediately.

Unless you receive prior approval, you may never suggest that you are speaking on behalf of Verra Mobility when presenting your personal views at community professional or cultural functions or on the Internet.

Use of the company brand and logo by Verra Mobility Employees for commercial business purposes must adhere to approved corporate identity specifications. To determine if anticipated use is appropriate, seek guidance from the Sr. VP of Sales, MarCom and Public Affairs or the Compliance Committee.

Media Inquiries

Verra Mobility is a high-profile company, and, from time to time, Employees may be approached by reporters and other members of the media. In order to avoid giving misinformation in response to any media inquiry, Employees are encouraged to direct all media inquiries to the MarCom department. No Employee may issue a press release purporting to speak on behalf of the Company or grant a media interview holding oneself out as a spokesperson of the Company without first consulting with the Sr. VP of Sales, MarCom and Public Affairs and obtaining its express prior written consent.

As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission and reports distributed to its stockholders be accurate and timely. An employee may be called upon to provide necessary information to ensure that the Company’s public reports are complete, fair and understandable. The Company expects employees to take this responsibility very seriously and to provide prompt and accurate answers to inquiries relating to the Company’s public disclosure requirements. The harm done to the Company’s reputation and to its investors by fraudulent or misleading reporting can be severe. Dishonest financial reporting can also result in civil or criminal penalties to the individuals involved and to the Company. Consequently, the reporting of any false or misleading information in internal and external financial reports is strictly prohibited.

3. Maintaining Integrity and Fairness in the Marketplace

Verra Mobility’s integrity in the marketplace is a key component of our reputation for trustworthiness and service.

Verra Mobility’s customers expect and deserve fair, honest and respectful service. You are accountable for your role in the delivery of this standard of service.

Verra Mobility is dedicated to ethical, fair, and vigorous competition. We will sell Verra Mobility products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not agree with its competitors to raise, lower or stabilize prices; limit our production or restrict the supply of our services; divide or allocate markets, territories or customers; require a customer to purchase a product it does not want as a condition to the sale of a different product the customer does want to purchase; or otherwise improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for Verra Mobility or the sales of its products or services. We will not engage or assist in unlawful boycotts of particular customers.

Verra Mobility’s policy requires that we fully, clearly and directly inform our customers of the terms and conditions of our services. Any attempt to deceive a customer will not be tolerated and may result in disciplinary action including termination of employment. The following guidelines must be followed at all times:

  • All advertising and sales materials must be truthful and accurate. Materials must not be false, misleading or have a tendency to deceive. All claims must be substantiated in advance with a factual basis.
  • Comparisons to competitors must be accurate and substantiated at the time they are made. Do not disparage competitors