Capitol Investment Corp. IV Sample Contracts

Capitol Investment Corp. IV 35,000,000 Units1 Underwriting Agreement
Underwriting Agreement • August 17th, 2017 • Capitol Investment Corp. IV • Blank checks • New York

Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 17th, 2017 • Capitol Investment Corp. IV • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 15th day of August, 2017, by and among Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

Capitol Investment Corp. IV 35,000,000 Units1 Underwriting Agreement
Capitol Investment Corp. IV • August 7th, 2017 • Blank checks • New York

Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.

CREDIT AGREEMENT Dated as of July 31, 2019 among Capitol Intermediate Holdings, LLC, as Holdings, Capitol Investment MERGER SUB 2, LLC, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as the Agent, the...
Credit Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • New York

CREDIT AGREEMENT, dated as of July 31, 2019, among CAPITOL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”; as hereinafter further defined), CAPITOL INVESTMENT MERGER SUB 2, LLC, a Delaware limited liability company (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto, JPMORGAN CHASE BANK, N.A., as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and FIFTH THIRD BANK, as the Additional Collateral Agent and a Letter of Credit Issuer.

WARRANT AGREEMENT
Warrant Agreement • August 17th, 2017 • Capitol Investment Corp. IV • Blank checks • New York

THIS WARRANT AGREEMENT (“Agreement”) dated as of August 15, 2017 is between Capitol Investment Corp. IV, a Cayman Islands exempted company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2023 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2023 and effective as of July 31, 2023 (the “Effective Date”), by and between Custom Truck One Source, Inc. (the “Company”), and Paul M. Jolas (“Executive”).

AMENDED & RESTATED WARRANT AGREEMENT
Warrant Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • New York

THIS AMENDED & RESTATED WARRANT AGREEMENT (“Agreement”) dated as of July 31, 2019 is between Nesco Holdings, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 17th, 2017 • Capitol Investment Corp. IV • Blank checks • New York

This Agreement is made as of August 15, 2017 by and between Capitol Investment Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

INDENTURE Dated as of July 31, 2019 Among CAPITOL INVESTMENT MERGER SUB 2, LLC, as Issuer CAPITOL INTERMEDIATE HOLDINGS, LLC, as a Guarantor, the other Guarantors from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee...
Indenture • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • New York

INDENTURE, dated as of July 31, 2019, among Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company (the “Issuer” or the “Company”), Capitol Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (as defined herein) from time to time party hereto (together with Holdings, the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Second Lien Collateral Agent”).

AGREEMENT AND PLAN OF MERGER dated as of April 7, 2019 by and among CAPITOL INVESTMENT CORP. IV, CAPITOL INVESTMENT MERGER SUB 1, LLC, CAPITOL INTERMEDIATE HOLDINGS, LLC, CAPITOL INVESTMENT MERGER SUB 2, LLC, NESCO HOLDINGS, LP and NESCO HOLDINGS I, INC.
Agreement and Plan of Merger • April 8th, 2019 • Capitol Investment Corp. IV • Blank checks • New York

This Agreement and Plan of Merger (this “Agreement”), dated as of April 7, 2019, is entered into by and among Capitol Investment Corp. IV, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Capitol Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”), Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company (“Merger Sub”), Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company (“New HoldCo”), NESCO Holdings, LP, a Delaware limited partnership (the “NESCO Owner”), and NESCO Holdings I, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________, by and between Nesco Holdings, Inc., a Delaware corporation (the “Company”) and __________ (“Indemnitee” and, together with the Company, the “Parties”).

Capitol Investment Corp. IV Washington, D.C. 20004
Capitol Investment Corp. IV • August 17th, 2017 • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.

EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Capitol Investment Corp. IV • Blank checks • Indiana

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of February 26, 2014 by and among NESCO Holdings, LP, a Delaware limited partnership (“Parent”), NESCO, LLC, an Indiana limited liability company (the “Company”), and Lee Jacobson (“Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2019 • Nesco Holdings, Inc. • Blank checks • Delaware

This Registration Rights Agreement (this “Agreement”) is made as of July 31, 2019, among (i) Nesco Holdings, Inc., a Delaware corporation (the “Company”), (ii) NESCO Holdings, LP, a Delaware limited partnership (together with its Affiliates, “NESCO”), (iii) each Person listed in the definition of “Sponsor” below and (iv) each other Person that acquires shares of Common Stock from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 8th, 2023 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec

THIS REVOLVING CREDIT AGREEMENT, dated as of April 1, 2021, as amended by Amendment No. 1, dated as of July 1, 2021, and as further amended by Amendment No. 2, dated as of March 27, 2023, among CAPITOL INVESTMENT MERGER SUB 2, LLC, a Delaware limited liability company (“Holdings”), NESCO HOLDINGS II, INC., a Delaware corporation (the “Borrower”), 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 Article 1 are used herein as therein defined.

Capitol Investment Corp. IV
Letter Agreement • August 17th, 2017 • Capitol Investment Corp. IV • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

SeCOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of CUSTOM TRUCK ONE SOURCE, INC. Dated as of April 14, 2023
Stockholders’ Agreement • April 14th, 2023 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • Delaware

This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of April 14, 2023, is entered into by and among (i) Custom Truck One Source, Inc., a Delaware corporation f/k/a Nesco Holdings, Inc. (the “Company”); (ii) NESCO Holdings, LP, a Delaware limited partnership (the “NESCO Holder”); (iii) Energy Capital Partners III, LP, a Delaware limited partnership, Energy Capital Partners III-A, LP, a Delaware limited partnership, Energy Capital Partners III-B, LP, a Delaware limited partnership, Energy Capital Partners III-C, LP, a Delaware limited partnership, Energy Capital Partners III-D, LP, a Delaware limited partnership, and Energy Capital Partners III (NESCO Co-Invest), LP, a Delaware limited partnership (collectively, together with the NESCO Holder, “ECP”); (iv) Capitol Acquisition Management IV LLC, a Delaware limited liability company, Capitol Acquisition Founder IV LLC, a Delaware limited liability company, and the other Persons included on the signature pa

CAPITOL INVESTMENT CORP. IV
Capitol Investment Corp. IV • August 7th, 2017 • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Capitol Investment Corp. IV (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Venturehouse Group, LLC and Dryden Capital Management, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 509 7th Street, N.W., Washington, D.C. 20004 (or any successor location) and 305 West Pennsylvania Avenue, Towson, Maryland 21204 (or any successor location), respectively. In exchange therefore, the Company shall pay Venturehouse Group,

INCREMENTAL AGREEMENT AND AMENDMENT NO. 1
Incremental Agreement • March 12th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • New York

INCREMENTAL AGREEMENT AND AMENDMENT NO. 1 dated as of March 10, 2020 (this “Incremental Agreement”), by and among CAPITOL INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CAPITOL INVESTMENT MERGER SUB 2, LLC, a Delaware limited liability company (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”) under the Credit Agreement (as defined below), each Letter of Credit Issuer, the Swingline Lender, MUFG UNION BANK, N.A., as “Increasing Lender” (the “Increasing Lender”) and the Lenders party hereto.

COMMON STOCK PURCHASE AGREEMENT by and between NESCO HOLDINGS, INC. and PE ONE SOURCE HOLDINGS, LLC Dated as of December 3, 2020
Common Stock Purchase Agreement • December 4th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 3, 2020, is entered into by and between Nesco Holdings, Inc., a Delaware corporation (the “Company”), and PE One Source Holdings, LLC, a Delaware limited liability company (the “Investor”, and together with the Company, the “Parties”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 1.1.

GENERAL RELEASE OF ALL CLAIMS
Custom Truck One Source, Inc. • May 26th, 2021 • Services-equipment rental & leasing, nec • Indiana

This General Release of All Claims (this “Agreement”) is entered into by and among Custom Truck One Source, Inc., a Delaware corporation (f/k/a NESCO Holdings, Inc., the “Company”), and Lee Jacobson (“Executive”), to take effect on the date of Executive’s signature below (unless expressly provided otherwise below). In consideration for and as a condition to receipt of the Severance Benefits (this and other capitalized terms not defined herein shall have the meanings assigned to them in the Employment Agreement among Executive and the Company dated as of February 26, 2014 (the “Employment Agreement”)), Executive and the Company agree as follows.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks • New York

This Agreement is made as of [_____], 2017 by and between Capitol Investment Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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NESCO HOLDINGS II, INC. and the Guarantors from time to time party hereto $920,000,000 5.500% SENIOR SECURED SECOND LIEN NOTES DUE 2029 _________________________________ INDENTURE Dated as of April 1, 2021 _________________________________ WILMINGTON...
Supplemental Indenture • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • New York

On the date hereof, the Notes (as defined below) are being issued in connection with the acquisition (the “Acquisition”) by the Issuer of 100% of the issued and outstanding equity interests of Custom Truck One Source, L.P., a Delaware limited partnership (“Custom Truck”), and its Subsidiaries pursuant to a purchase and sale agreement, dated as of December 3, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), by and among the Issuer, Nesco Holdings, Inc., a Delaware corporation, the CTOS Sellers (as defined therein), the BlockerCo Sellers (as defined therein), the Sellers’ Representative (as defined therein) and the Investor (as defined therein).

CUSTOM TRUCK ONE SOURCE, INC.
Letter Agreement • April 26th, 2022 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec

This letter (this “Letter Agreement”) memorializes the agreement between you and Custom Truck One Source, Inc. (the “Company”) regarding certain changes to your compensation in connection with your appointment to serve as Interim Chief Financial Officer of the Company. This Letter Agreement shall be effective as of the effective date of such appointment (the “Effective Date”). In connection with such appointment, you hereby agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • June 8th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • Indiana

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of May 15, 2020 by and among NESCO Holdings, Inc., a Delaware corporation (the “Company”), and Joshua Boone (“Executive”).

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT AND U.S. ABL SECURITY AGREEMENT
Revolving Credit Agreement • August 8th, 2023 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec

This AMENDMENT NO. 1 (this “Amendment”), dated as of July 1, 2021, to the ABL Credit Agreement and the U.S. ABL Security Agreement (each as defined below), is entered into by and among CAPITOL INVESTMENT MERGER SUB 2, LLC, a Delaware limited liability company (“Holdings”), NESCO HOLDINGS II, INC., a Delaware corporation (the “Borrower”), each of the other Grantors (as defined in the U.S. ABL Security Agreement) (together with Holdings and the Borrower, the “Grantors”), BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) and the Lenders (as defined below) party hereto.

CUSTOM TRUCK ONE SOURCE, INC.
Custom Truck One Source, Inc. • May 26th, 2021 • Services-equipment rental & leasing, nec

You and Custom Truck One Source, Inc. (f/k/a NESCO Holdings, Inc., the “Company”) are parties to that certain employment agreement, dated as of February 26, 2014 (the “Employment Agreement”), which sets forth the terms of your employment with the Company. As we have discussed, there may be some changes in roles and responsibilities at the Company as we progress and grow. In light of this, the Company would like to offer you the opportunity to amend your Employment Agreement to provide you more time to consider any changes that may be made to your role with the Company by extending the period within which you claim Good Reason (within the meaning of the Employment Agreement) resulting from any such changes.

VOTING AND SUPPORT AGREEMENT by and between PE ONE SOURCE HOLDINGS, LLC, and certain STOCKHOLDERS OF NESCO HOLDINGS, INC. Dated as of December 3, 2020 VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • December 4th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2020 by and between the Persons identified on Schedule I hereto (each, a “Stockholder” and collectively the “Stockholders”) and PE One Source Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Investor”). Capitalized terms used but not defined herein have the meanings assigned to them in the Common Stock Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Investment Agreement”), between Nesco Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”) and the Investor.

FORM OF ROLLOVER AND CONTRIBUTION AGREEMENT
Rollover and Contribution Agreement • December 4th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware

This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ● ], is entered into by and between the [individual] [entity] identified on the signature page hereto as Holder (“Holder”), and [Nesco Holdings, Inc., a Delaware corporation] (“Parent”).

Joint Filing Agreement
Joint Filing Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of all filings on any Form 3, 4 or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”), with respect to the Shares of Nesco Holdings, Inc. beneficially owned by each of them. Each of them is responsible for the timely filing of such Filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making such Filings, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement shall be included as an exhibit to such Filings.

Purchase and sale Agreement by and among Blackstone Energy Partners NQ L.P., Blackstone Energy Family Investment Partnership SMD L.P., Blackstone Energy Family Investment Partnership NQ ESC L.P., Blackstone Capital Partners VI-NQ L.P., Blackstone...
Purchase and Sale Agreement • December 4th, 2020 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec • New York

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of December 3, 2020 (the “Execution Date”), by and among (a) Blackstone Energy Management Associates NQ L.L.C., a Delaware limited liability company (“Blackstone Energy Management Associates NQ”), Blackstone Management Associates VI-NQ L.L.C., a Delaware limited liability company, (“Blackstone Management Associates VI-NQ”, and, with Blackstone Energy Management Associates NQ, collectively, the “BlockerCo GP Sellers”), Blackstone Energy Partners NQ L.P., a Delaware limited partnership (“Blackstone Energy Partners NQ”), Blackstone Capital Partners VI-NQ L.P., a Delaware limited partnership (“Blackstone Capital Partners VI-NQ”), Blackstone Energy Family Investment Partnership SMD L.P,, a Delaware limited partnership (“BX Energy Family Investment Partnership SMD”), Blackstone Energy Family Investment Partnership NQ ESC L.P,, a Delaware limited partnership (“BX Energy Family Investment Partnership NQ ESC”), Blackstone Family Inv

CORPORATE ADVISORY SERVICES AGREEMENT
Corporate Advisory Services Agreement • April 2nd, 2021 • Custom Truck One Source, Inc. • Services-equipment rental & leasing, nec • New York

This CORPORATE ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of April 1, 2021 by and between Custom Truck One Source, Inc., a Delaware corporation f/k/a Nesco Holdings, Inc. (the “Company”) and Platinum Equity Advisors, LLC (“Platinum”), a Delaware limited liability company (“Advisor”).

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • April 11th, 2019 • Capitol Investment Corp. IV • Blank checks • Delaware

This Stockholders’ Agreement (this “Agreement”), dated as of [_________], 2019 (the “Effective Time”), is entered into by and among (i) Nesco Holdings, Inc., a Delaware corporation (the “Company”); (ii) NESCO Holdings, LP, a Delaware limited partnership (the “NESCO Holder”, and together with its successors and assigns, the “NESCO Holders”); (iii) Energy Capital Partners III, LP, a Delaware limited partnership, Energy Capital Partners III-A, LP, a Delaware limited partnership, Energy Capital Partners III-B, LP, a Delaware limited partnership, Energy Capital Partners III-C, LP, a Delaware limited liability company, Energy Capital Partners III-D, LP, a Delaware limited partnership, and Energy Capital Partners III (NESCO Co-Invest), LP, a Delaware limited partnership (collectively, “ECP”); and (iv) Capitol Acquisition Management IV LLC, a Delaware limited liability company, Capitol Acquisition Founder IV LLC, a Delaware limited liability company, and the other Persons included on the signa

NESCO HOLDINGS, INC. 2019 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • March 9th, 2021 • Nesco Holdings, Inc. • Services-equipment rental & leasing, nec

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) of Nesco Holdings, Inc. (the “Company”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 22nd, 2019 • Capitol Investment Corp. IV • Blank checks • Delaware

This Subscription Agreement (“Subscription Agreement”) is being used by Capitol Investment Corp. IV, currently a Cayman Islands company (the “Company”), for a private placement of shares of common stock of the Company, par value $0.0001 per share (the “Shares”), on the terms and subject to the conditions contained in this Subscription Agreement.

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