March 26, 2021 Infrastructure and Energy Alternatives, Inc.

March 26, 2021

Infrastructure and Energy Alternatives, Inc.

0000 Xxxxxxx Xxx, Xxxxx 000

Indianapolis, IN 46278

Attention: Xxx Xxxxxx

MIII Sponsor I LLC

c/o MIII Partners

000 Xxxx 00xx Xxxxxx, 17th Floor

New York, NY 10036

Attention Xxxxxx X. Xxxxxx

Re: Termination of Third Amended and Restated Investor Rights Agreement dated as of January 23, 2020 (the “Investor Rights Agreement”) among Infrastructure and Energy Alternatives, Inc., MIII Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P.

Ladies and Gentlemen:

The purpose of this letter is to terminate the Investor Rights Agreement as to Infrastructure and Energy Alternatives, LLC (“Seller”) and Oaktree Power Opportunities Fund III Delaware, L.P. (“GFI Representative”) subject to the terms herein. Seller and GFI Representative hereby notify MIII Sponsor I LLC (“Sponsor”) and Infrastructure and Energy Alternatives, Inc. (the “Company”) under Section 7.1 of the Investor Rights Agreement of the termination of their rights and obligations under the Investor Rights Agreement pursuant to Section 7.1(b) and 7.1(e), including all rights under Section 5.1(f). Notwithstanding anything to the contrary herein, the provisions that by their terms survive the termination of the Investor Rights Agreement with respect to Seller and GFI Representative (including the sections listed in Section 7.2), as well as Sections 2.1(e), (f), (g) and (h) shall survive the termination of the Investor Rights Agreement with respect to Seller and GFI Representative. For the avoidance of doubt, (i) all other agreements or arrangements between Seller and the GFI Representative or any of their affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, shall remain in full force and effect and shall not be affected by the termination of the Investor Rights Agreement with respect to Seller and the GFI Representative; and (ii) the Investor Rights Agreement shall remain in full force and effect as to the remaining parties thereto. Please execute this termination notice below to memorialize your consent and agreement.

Very truly yours,

Infrastructure and Energy Alternatives, LLC
By:			/s/ Xxx Xxxxxxxx
Name:			Xxx Xxxxxxxx
Title:			Authorized Signatory
OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P.
By:			Oaktree Fund GP, LLC
Its:			General Partner
By:			Oaktree Fund GP I, L.P.
Its:			Managing Member
By:			/s/ Xxx Xxxxxxxx
Name:			Xxx Xxxxxxxx
Title:			Authorized Signatory
By:			/s/ Xxxxx Xxxxx
Name:			Xxxxx Xxxxx
Title:			Authorized Signatory
ACKNOWLEDGED AND AGREED THIS 26th DAY OF MARCH 2021:
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
By:			/s/ Xxx Xxxxxx
Name:			Xxx Xxxxxx
Title:			Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer
M III Sponsor I LLC
By:			/s/ Xxxxxx X. Xxxxxx
Name:			Xxxxxx X. Xxxxxx
Title:			Managing Member

Xxxxxxxx & Xxxxx LLP

000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000

Attn: Xxxx Xxxx, P.C. Facsimile:(000) 000-0000

Email: xxxxx@xxxxxxxx.xxx

Xxxxxxxx & Xxxxx LLP

000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000

Attn: Xxxxxxx Xxx

Facsimile: (000) 000-0000

Email: xxxxxxx.xxx@xxxxxxxx.xxx

M III Partners, LP

000 Xxxx 00xx Xxx., 00 Xxxxx Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx Xxxxxx Xxxxxxxxx: (000) 000-0000

Email: xxxxxxx@xxxxxxxxxxxx.xxx