BOWMAN CONSULTING GROUP LTD. (a Delaware corporation) 1,470,588 Shares of Common Stock (par value $0.01) UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2024 • Bowman Consulting Group Ltd. • Services-management consulting services • New York
Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Robert W. Baird & Co. Incorporated are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and the Selling Stockholders to the Underwriters, acting severally and not jointly, of the o
CREDIT AGREEMENT Dated as of May 2, 2024 among BOWMAN CONSULTING GROUP LTD., as the Borrower, THE CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, a Swingline Lender and an L/C...Credit Agreement • May 7th, 2024 • Bowman Consulting Group Ltd. • Services-management consulting services • New York
This CREDIT AGREEMENT is entered into as of May 2, 2024, among BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, the Swingline Lender and an L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
UNDERWRITING AGREEMENT 1,050,000 Shares Bowman Consulting Group Ltd. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • Bowman Consulting Group Ltd. • Services-management consulting services • New York
Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,050,000 shares the “Company Firm Shares”) of common stock, par value $0.01 per share of the Company (the “Common Stock”) and, at the election of the Underwriters, up to 157,500 additional shares of Common Stock (the “Optional Shares”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of 150,000 shares (the “Selling Stockholder Firm Shares”). The aggregate of the Company Firm Shares and the Selling Stockholder Firm Shares is herein called the “Firm Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein
UNDERWRITING AGREEMENT 3,690,000 Shares Bowman Consulting Group Ltd. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • New York
Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 3,690,000 shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 553,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 7th, 2024 • Bowman Consulting Group Ltd. • Services-management consulting services
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of May 2, 2024 among BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 17th, 2022 • Bowman Consulting Group Ltd. • Services-management consulting services
THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of November 11, 2022 among BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its capacity as lender and as agent for the Secured Parties (in such capacity, the “Lender”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2024 • Bowman Consulting Group Ltd. • Services-management consulting services • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of August 2024, by and between Bowman Consulting Group Ltd. (the “Company”), and Robert Hickey (the “Executive”).
Lease AgreementLease Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Minnesota
This Lease Agreement, dated September 22, 2014, by and between WINTHROP RESOURCES CORPORATION (the “Lessor”) with an office located at 11100 Wayzata Boulevard, Suite 800, Minnetonka, Minnesota 55305 and BOWMAN CONSULTING GROUP, LTD. (the “Lessee”) with an office located at 3863 Centerview Drive, Suite 300, Chantilly, Virginia 20151.
AMENDED AND RESTATED MASTER EQUITY LEASE AGREEMENTMaster Equity Lease Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Missouri
This Amended and Restated Master Equity lease Agreement is entered into as of September 20, 2010, by and among Enterprise Fleet Management, Inc., a Missouri corporation (“EFM”). Enterprise FM Trust, a Delaware statutory trust (the “Titling Trust), and the lessee whose name and address is set forth on the signature page below (“Lessee”). As of the date hereof, the vehicles listed on Exhibit A attached hereto and incorporated herein by reference, if any, are owned by EFM and leased to Lessee hereunder by EFM and the vehicles listed on Exhibit B attached hereto and incorporated herein by reference, if any, are owned by the Tilling Trust and 1eased to Lessee hereunder by the Tilling Trust. The owner of each Vehicle which is leased under this Amended and Restated Master Equity Lease Agreement after the date hereof will be as listed on the applicable Schedule. For all purposes of this Amended and Restated Master Equity Lease Agreement {including each Schedule), the term “Lessor” shall mean w
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 20, 2018, is by and between BANK OF AMERICA, N.A. (the “Bank”), and BOWMAN CONSULTING GROUP, LTD., a Virginia corporation (the “Bank”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of July 30, 2021, is by and between BANK OF AMERICA, N.A. (the “Bank” or the “Lender”), and BOWMAN CONSULTING GROUP, LTD., a Delaware corporation (the “Borrower”).
Lease AgreementLease Agreement • November 23rd, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Minnesota
This Lease Agreement (“AGREEMENT”), dated November 18, 2021, is made by and between HONOUR CAPITAL LLC (the “Lessor”) with an office located at 825 11th Avenue SE, Suite 200, Minneapolis, MN 55414 and Bowman Consulting Group Ltd. (the “Lessee”), a Delaware corporation with an address of 12355 Sunrise Valley Drive, Suite 520, Reston, VA 20191. Lessor and Lessee may be referred to as Party or Parties.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of November 9, 2018, is by and between BANK OF AMERICA, N.A. (the “Bank”), and BOWMAN CONSULTING GROUP, LTD., a Virginia corporation (the “Bank”).
Name of Participant] PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 12th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) dated this ___ day of _____, 2021 (the “Grant Date”), is between _________ (the "Participant") and Bowman Consulting Group Ltd. (the "Company"), a Delaware corporation, and governs a grant of Restricted Stock Units (“RSU”s) to the Participant pursuant to the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (the "Plan") and the Bowman Consulting Group 2021 Executive Long Term Incentive Plan (the “LTIP Plan”). Capitalized terms not explicitly defined in this Agreement have the definitions ascribed to them in the Plan or the LTIP Plan. The Company and the Participant agree as follows:
BOWMAN CONSULTING GROUP LTD. MCMAHON ASSOCIATES, INC. MCMAHON ASSOCIATES HOLDINGS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2022 • Bowman Consulting Group Ltd. • Services-management consulting services • Delaware
STOCK PURCHASE AGREEMENT (the “Agreement”), dated May 4, 2022 (the “Closing Date”) by and among Bowman Consulting Group Ltd., a Delaware corporation (“Bowman”), McMahon Associates, Inc., a Pennsylvania corporation (“Company”), McMahon Associates Holdings, Inc., a Delaware corporation (the “Seller”), and Joseph DeSantis, Casey Moore, Gary McNaughton, Christopher Williams, Maureen Chlebek, each a shareholder of the Seller (individually a “Party Shareholder” and collectively the “Party Shareholders”).
FORM OF NEO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 14th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Delaware
This Restricted Stock Agreement (this "Agreement"), dated this ___ day of April, 2021 but effective for all purposes as of the Grant Date set forth below, is between _______________ (the "Participant") and Bowman Consulting Group Ltd. (the "Company"), a Delaware corporation, and governs a grant to the Participant of common stock of the Company (the "Shares") pursuant to the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (the "Plan"). Capitalized terms not explicitly defined in this Agreement have the definitions ascribed to them in the Plan. The Company and the Participant agree as follows:
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 11, 2022 among BOWMAN CONSULTING GROUP LTD., as the Borrower, the GUARANTORS identified as Guarantors on the signature pages hereto, and BANK OF AMERICA, N.A., as the LenderCredit Agreement • November 17th, 2022 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 11, 2022, among BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”), the other parties identified as “Guarantors” on the signature pages hereto and such other parties that may become Guarantors hereunder after the date hereof (together with the Borrower, each individually a “Loan Party”, and collectively, the “Loan Parties”) and BANK OF AMERICA, N.A., as the Lender.
CREDIT AGREEMENT Dated as of August_, 2017 among BOWMAN CONSULTING GROUP, LTD, as the Borrower and BANK OF AMERICA, N.A., as the LenderCredit Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS CREDIT AGREEMENT dated as of August_, 2017, is between BANK OF AMERICA, N.A. (the “Bank”), and BOWMAN CONSULTING GROUP, LTD, a Virginia corporation (the “Borrower”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2024 • Bowman Consulting Group Ltd. • Services-management consulting services
This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 16th day of August 2024, by and between Bowman Consulting Group Ltd. (the “Company”), and Gary P. Bowman (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 25th, 2024 • Bowman Consulting Group Ltd. • Services-management consulting services • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of November, 2024, by and between Bowman Consulting Group Ltd. (the “Company”), and Daniel Swayze (the “Executive”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 25th, 2022 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 23, 2022, is by and between BANK OF AMERICA, N.A. (the “Bank” or the “Lender”), and BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of July 31, 2019, is by and between BANK OF AMERICA, N.A. (the “Bank”), and BOWMAN CONSULTING GROUP, LTD., a Virginia corporation (the “Borrower”.)
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 2023 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2023, is by and among BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”); BOWMAN NORTH CAROLINA LTD., a North Carolina corporation, BOWMAN REALTY CONSULTANTS LLC, a Florida limited liability company, MCMAHON ASSOCIATES, INC., a Pennsylvania corporation and PROJECT DESIGN CONSULTANTS, LLC a California limited liability company (each individually an “Existing Guarantor”, and collectively, the “Existing Guarantors”); RICHTER & ASSOCIATES, A BOWMAN COMPANY LLC, a Maryland limited liability company, FISHER ENGINEERING, INC., a Georgia corporation, BOWMAN GULF COAST LLC, a Florida limited liability company and BOWMAN INFRASTRUCTURE ENGINEERS LTD., a California corporation (each individually a “New Guarantor”, and collectively, the “New Guarantors”; and together with the Borrower and the Existing Guarantors, each individually a “Loan Party” and collectively, the “Loan Part
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2021 • Bowman Consulting Group Ltd. • Services-management consulting services • Virginia
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment) dated as of August 30, 2019, is by and between BANK OF AMERICA, N.A. {the “Bank”), and BOWMAN CONSULTING GROUP, LTD., a Virginia corporation (the “Borrower”).
