UNDERWRITING AGREEMENT between and CANTOR FITZGERALD & CO. Dated: July 7, 2016Underwriting Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York
The undersigned, M III Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows
WARRANT AGREEMENTWarrant Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of July 7, 2016 is between M III Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
New York, NY 10019M III Acquisition Corp. • April 19th, 2016 • Blank checks • New York
We are pleased to accept the offer M III Sponsor I LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 468,750 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of M III Acquisition Corp. a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
CREDIT AGREEMENT Dated as of March 26, 2018 among WIND MERGER SUB I, INC., as the Initial Borrower, IEA ENERGY SERVICES LLC, as the Borrower after giving effect to the Closing Date Merger, THE GUARANTORS PARTY HERETO, BANK OF AMERICA, N.A., as...Credit Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
This CREDIT AGREEMENT is entered into as of March 26, 2018 among WIND MERGER SUB I, INC., a Delaware corporation (prior to consummation of the Closing Date Merger, the “Initial Borrower”), IEA ENERGY SERVICES LLC, a Delaware limited liability company (f/k/a WIND MERGER SUB II, LLC; after giving effect to the Closing Date Merger, the “Borrower”), IEA INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors, the Lenders and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 2016, is made and entered into by and among M III Acquisition Corp., a Delaware corporation (the “Company”), M III Sponsor I, LLC., a Delaware limited liability company (the “LLC Sponsor”), M III Sponsor I LP, a Delaware limited partnership (the “LP Sponsor” and collectively with the LLC Sponsor, the “Sponsor”), Cantor Fitzgerald & Co. (“CF & Co.”) and the undersigned parties listed under Holders 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of July 2016, by and between M III Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 3 Columbus Circle, 15th Floor, New York, NY 10019, and Cantor Fitzgerald & Co., a New York partnership (“Subscriber”), having its principal place of business at 110 East 59th Street, New York, New York 10022.
ContractEmployment Agreement • November 9th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of November 5, 2020, by and between IEA Energy Services, LLC a Delaware limited liability company (the “Company”), and John Paul Roehm (“Executive”), and replaces and supersedes, in its entirety, that certain Employment Agreement between the parties dated January 25, 2018.
AGREEMENT AND PLAN OF MERGER among MASTEC, INC. Indigo Acquisition I Corp. and Infrastructure and Energy Alternatives, Inc. Dated as of July 24, 2022Agreement and Plan of Merger • July 25th, 2022 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 24, 2022, is made by and among MasTec, Inc., a Florida corporation (“Parent”), Indigo Acquisition I Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Infrastructure and Energy Alternatives, Inc., a Delaware corporation (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York
This Agreement is made as of July 7, 2016 by and between M III Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UNDERWRITING AGREEMENT between and CANTOR FITZGERALD & CO. Dated: [______, 2016]Underwriting Agreement • May 2nd, 2016 • M III Acquisition Corp. • Blank checks • New York
The undersigned, M III Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
WARRANTWarrant • April 7th, 2021 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
ContractLetter Agreement • July 13th, 2016 • M III Acquisition Corp. • Blank checks • New York
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.,1 AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO [TRUSTEE’S NAME], AS TRUSTEE SENIOR INDENTURE DATED AS OF __________, 20__Infrastructure & Energy Alternatives, Inc. • December 4th, 2020 • Blank checks • New York
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. AMENDED AND RESTATED PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (2020 Grants)Restricted Stock Unit Award Agreement • May 19th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Infrastructure and Energy Alternatives, Inc. a Delaware corporation (the “Company”), and [________] (the “Participant”).
8,161,502 Shares of Common Stock 7,747,589 Pre-Funded Warrants INFRASTRUCTURE & ENERGY ALTERNATIVES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2021 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
Guggenheim Securities, LLC As Representative of the several Underwriters named in Schedule I attached hereto c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • April 19th, 2016 • M III Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 14th day of April 2016, by and between M III Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 3 Columbus Circle, 15th Floor, New York, NY 10019, and M III Sponsor I LLC, a Delaware limited liability company (“M III LLC”) and M III Sponsor I LP, a Delaware limited partnership (“M III LP” and together with M III LLC, the “Subscribers”), each with a principal place of business at 3 Columbus Circle, 15th Floor, New York, NY 10019.
IEA ENERGY SERVICES LLC, as Issuer the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.625% Senior Notes due 2029 INDENTURE Dated as of August 17, 2021Infrastructure & Energy Alternatives, Inc. • August 17th, 2021 • Blank checks • New York
INDENTURE dated as of August 17, 2021, among IEA ENERGY SERVICES LLC (the “Company”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
ContractEmployment Agreement • March 7th, 2022 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This EMPLOYMENT AGREEMENT (this "Agreement") dated as of February 13, 2018, between IEA Energy Services LLC, a Delaware limited liability company (the "Company"), and Brian K. Hummer ("Executive").
EQUITY COMMITMENT AGREEMENT BY AND AMONG INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., THE COMMITMENT PARTIES PARTY HERETO AND THE OTHER PARTIES SET FORTH HEREIN Dated as of October 29, 2019Equity Commitment Agreement • October 30th, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
giving effect to shares of Common Stock reserved for issuance or issuable upon the exercise of the Warrants. Upon the issuance of Common Stock following an exercise of the Warrants in accordance with the Warrant Certificate, such Common Stock, when issued, will be validly issued, fully paid and non-assessable and free and clear of all Liens, with the holders thereof being entitled to all rights accorded to a holder of Common Stock. “Company Organizational Documents” mean the Certificate of Incorporation of the Company, as amended through the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended through the date hereof (the “Bylaws”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF January 23, 2020Investor Rights Agreement • January 27th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of January 23, 2020 (i) by and between Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the “Company”), M III Sponsor I LLC, a Delaware limited liability company (“Sponsor”), and any other Sponsor Affiliated Transferees hereunder who become party hereto in accordance with this Agreement and (ii) by and among the Company and Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“Seller”), any other Seller Affiliated Transferees hereunder who become party hereto in accordance with this Agreement (collectively the “Selling Stockholders”) and Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, in its capacity as the representative of the Selling Stockholders (the “GFI Representative”), amends and restates the Investor Rights Agreement, dated as of March 26, 2018 (the “Initial Closing Date”) (as a
FORFEITURE AGREEMENTForfeiture Agreement • March 9th, 2018 • M III Acquisition Corp. • Blank checks
Reference is made to that certain: (i) Agreement and Plan of Merger, dated November 3, 2017, by and among M III Acquisition Corp. (the “Company”), IEA Energy Services LLC (“IEA Services”), Wind Merger Sub I, Inc. (“Merger Sub I”), Wind Merger Sub II, LLC (“Merger Sub II”), Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as IEA Parent’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC (“Sponsor I LLC”) and M III Sponsor I LP (together with Sponsor I LLC, the “Sponsors”), (as amended from time to time, the “Merger Agreement” and the transactions contemplated thereby, the “Business Combination”); and (ii) the Subscription and Backstop Agreement, dated as of the date hereof, by and among the Company, the Sponsors and the subscribers identified on the signature pages thereto, together with any schedules and exhibits attached thereto (the “Subscription and Backstop Agreement”).
STOCKHOLDERS’ AGREEMENT OF INFRASTRUCTURE & ENERGY ALTERNATIVES, INC. Dated as of August 2, 2021Stockholders’ Agreement • August 2nd, 2021 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated March 26, 2018 (the “Agreement”) is entered into by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the “Company”), M III Sponsor I, LLC., a Delaware limited liability company (the “Sponsor”), M III Sponsor I LP, a Delaware limited partnership (“M III LP”), Infrastructure and Energy Alternatives, LLC (the “Seller), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, in its capacity as the representative of the Seller (“GFI Representative”), Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), the parties set forth on Schedule I hereto, which shall become a party hereto upon execution of a counterpart signature page hereto and the Holders that from time to time after the date hereof, become a party hereto by executing a Joinder.
EQUITY PURCHASE AGREEMENT by and among IEA ENERGY SERVICES LLC, a Delaware limited liability company, ACQUIRED COMPANIES listed on Exhibit A hereto, SELLERS listed on Exhibit A hereto, and WILLIAM CHARLES, LTD., an Illinois corporation (in its...Equity Purchase Agreement • October 15th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into on October 12, 2018, by and among IEA Energy Services LLC, a Delaware limited liability company (“Purchaser”), each Person listed as an “Acquired Company” on Exhibit A hereto (each, an “Acquired Company”, and collectively, the “Acquired Companies”), each Person listed as a “Seller” on Exhibit A hereto (each, a “Seller”, and collectively, “Sellers”), William Charles, Ltd., an Illinois corporation, in its additional capacity as a representative of Sellers appointed pursuant to Section 2.06 (“Sellers’ Representative”), and Nathan J. Howard, solely for purposes of Section 6.08 (“Howard”). The above-referenced parties are sometimes herein referred to individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AND BACKSTOP AGREEMENTSubscription and Backstop Agreement • March 9th, 2018 • M III Acquisition Corp. • Blank checks • New York
This Subscription and Backstop Agreement (this “Agreement”), made as of March 7, 2018, by and among M III Acquisition Corp., a Delaware corporation (the “Company”), M III Sponsor I LLC, a Delaware limited liability company (“Sponsor LLC”), M III Sponsor I LP, a Delaware limited partners (together with Sponsor LLC, the “Sponsor”), and the Subscribers identified on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers:
WARRANT AGREEMENTWarrant Agreement • March 4th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 2020 (the “Effective Date”), is entered into by and between Infrastructure and Energy Alternatives, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDED AND RESTATED WARRANT AGREEMENTAnd Restated Warrant Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (“Agreement”) dated as of March 26, 2018 is between INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., a Delaware corporation formerly known as M III Acquisition Corp. (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”) and amends and restates the Warrant Agreement dated July 7, 2016 by and between Company and the Warrant Agent (the “Original Warrant Agreement”).
AMENDMENT NO. 5M III Acquisition Corp. • March 9th, 2018 • Blank checks
AMENDMENT NO. 5 (this “Amendment”), dated as of March 8, 2018, to the Agreement and Plan of Merger, dated as of November 3, 2017 (as amended by Amendment No. 1, dated as of November 15, 2017, Amendment No. 2, dated as of December 27, 2017, Amendment No. 3, dated as of January 9, 2018, Amendment No. 4, dated as of February 6, 2018 and as further amended, restated or otherwise modified from time to time, the “Agreement”), by and among IEA Energy Services LLC, a Delaware limited liability company (the “Company”), M III Acquisition Corp., a Delaware corporation (the “Buyer”), Wind Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Buyer, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (the “Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as the representa
AMENDED AND RESTATED LEASE AGREEMENT dated as of October 20, 2017 (but executed on March 26, 2018) by and between CLINTON RE HOLDINGS (DELAWARE), LLC, a Delaware limited liability company, as “Landlord” and WHITE CONSTRUCTION, INC., an Indiana...Lease Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Indiana
This AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”) is made and entered into effective as of October 20, 2017 (the “Effective Date”), but executed on March 26, 2018, by and between CLINTON RE HOLDINGS (DELAWARE), LLC, a Delaware limited liability company (“Landlord”), and WHITE CONSTRUCTION, INC., an Indiana corporation (“Tenant”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 12th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks
This Separation Agreement and General Release (this “Agreement”) is entered into between Andrew Layman (“Employee”) and IEA Energy Services, LLC. IEA Energy Services, LLC is hereinafter referred to as “IEA” or the “Company,” and includes Infrastructure and Energy Alternatives, Inc. and its subsidiaries but does not include Infrastructure and Energy Alternatives, LLC. Employee and IEA are sometimes collectively referred to as the “Parties”. The Parties agree as follows:
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT, dated as of May 15, 2019 (this “Third Amendment”), by and among Infrastructure and Energy Alternatives, Inc., as Holdings, IEA Intermediate Holdco, LLC, as Intermediate Holdings, IEA Energy Services LLC, as the Borrower, the Subsidiary Guarantors party hereto, Jefferies Finance LLC, as Administrative Agent and Collateral Agent and the Lenders party hereto constituting the Required Lenders.
VOTING AGREEMENTVoting Agreement • October 30th, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
VOTING AGREEMENT, dated as of October 29, 2019 (this “Agreement”), by and among (a) Infrastructure and Energy Alternatives, Inc., a Delaware corporation with offices located at 6325 Digital Way, Suite 460, Indianapolis, Indiana 46278 (the “Company”), (b) Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“IEA LLC”) and OT POF IEA Preferred B Aggregator, L.P. (“OT LP”, and together with IEA LLC, the “Oaktree Stockholders”), and (c) M III Sponsor I LLC, a Delaware limited liability corporation (“M III Sponsor”), Mohsin Y. Meghji (“Meghji”), Mohsin Meghji 2016 Gift Trust (the “Meghji Trust”) and Charles Garner (“Garner”, together with M III Sponsor, Meghji and the Meghji Trust, the “M III Stockholders” and, collectively with the Oaktree Stockholders, the “Stockholders”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 28th, 2021 • Infrastructure & Energy Alternatives, Inc. • Blank checks
This Separation Agreement and General Release (this "Agreement") is entered into between Gil Melman ("Employee") and IEA Energy Services, LLC. ("IEA" or the "Company"). Employee and IEA are sometimes collectively referred to as the "Parties". The Parties agree as follows:
AMENDMENT NO. 3M III Acquisition Corp. • January 10th, 2018 • Blank checks
AMENDMENT NO. 3 (this "Amendment"), dated as of January 9, 2018, to the Agreement and Plan of Merger, dated as of November 3, 2017 (as amended by that Amendment No. 1, dated as of November 15, 2017, Amendment No. 2, dated as of December 27, 2017, and as further amended, restated or otherwise modified from time to time, the "Agreement"), by and among IEA Energy Services LLC, a Delaware limited liability company, M III Acquisition Corp., a Delaware corporation (the "Buyer"), Wind Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Buyer, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (the "Seller"), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Seller, and, solely for purposes of Section 10.3 thereof, and, to the extent related ther
