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.
Rollover Credit Agreements means, collectively: (i) the First Lien
Term Loan Credit Agreement, dated as of October 20, 2016, by and among Shay Intermediate Holding II Corporation (Shay Intermediate II), PAE Holding Corporation (PAE Holding), certain other borrowers from
time to time party thereto, certain financial institutions from time to time party thereto and Bank of America, N.A. (BofA), as the administrative agent and the collateral agent (the Rollover First Lien Term Loan Credit
Agreement); (ii) the Second Lien Term Loan Credit Agreement, dated as of October 20, 2016, by and among Shay Intermediate II, PAE Holding, certain other borrowers from time to time party thereto, certain financial institutions from
time to time party thereto and BofA, as the administrative agent and the collateral agent (the Rollover Second Lien Term Loan Credit Agreement and, together with the Rollover First Lien Term Loan Credit Agreement, the
Rollover Term Loan Credit Agreements); and (iii) the Revolving Credit Agreement, dated as of October 20, 2016 (as amended, amended and restated, supplemented or otherwise modified on or prior to the date of the Merger
Agreement), by and among Shay Intermediate II, PAE Holding, certain other borrowers from time to time party thereto, certain financial institutions from time to time party thereto and BofA, as the administrative agent and the collateral agent (the
Rollover ABL Credit Agreement), in the case of each of the foregoing (i), (ii) and (iii), as amended or otherwise modified from time to time.
Second Merger Sub means PAE Pinnacle Holdings, LLC (formerly known as EAP 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.
Shay means Shay Holding Corporation, a Delaware corporation, and additionally, when such term is used in reference to rights, obligations
or covenants under the Merger Agreement, Shay Holding Corporations subsidiaries.
Shay Stockholder means a holder of a share of
common stock, par value $0.01 per share, of Shay that was issued and outstanding immediately prior to the effective time of the First Merger.
Sponsor means Gores Sponsor III LLC, a Delaware limited liability company.
Stock Consideration means the 21,127,823 shares of Class A Common Stock issued to the Shay Stockholders pursuant to the transactions
contemplated by the Merger Agreement, and any Earn-Out Shares.
Subscription Agreements means,
collectively, those certain subscription agreements entered into on November 1, 2019, between the Company and certain investors, including certain employees and affiliates of the Sponsor, pursuant to which such investors agreed to purchase an
aggregate of 23,913,044 shares of Class A Common Stock in the Private Placement.
The Gores Group means The Gores Group LLC, an
affiliate of the Companys Sponsor.
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