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.
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”).
ContractEmployment Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 25th, 2018, between IEA Energy Services LLC, a Delaware limited liability company (the “Company”), and Andrew D. Layman (“Executive”).
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.
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”).
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”).
FOUNDER SHARES AMENDMENT AGREEMENTFounder Shares Amendment Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. (f/k/a M III ACQUISITION CORP.) INVESTOR RIGHTS AGREEMENT DATED AS OF March 26, 2018Investor Rights Agreement • March 29th, 2018 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of March 26, 2018, (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 each of 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”).
