JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2021 • Ares Management LLC • Blank checks
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 of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Infrastructure and Energy Alternatives, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
FIFTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • Ares Management LLC • Blank checks • Delaware
This Fifth Amendment (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated February 3, 2021, is entered into by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the “Company”), Infrastructure and Energy Alternatives, LLC (the “Seller”), in its capacity as holder of a majority of the Registrable Securities (as defined in the Registration Rights Agreement), OT POF IEA Preferred B Aggregator L.P., as an additional Holder and Ares Special Situations Fund IV, L.P., as an additional Holder, and ASOF Holdings I, L.P., as an additional Holder (such additional Holders collectively, “Ares”), and amends, in accordance with Section 3.2 thereof, the Amended and Restated Registration Rights Agreement, dated March 26, 2018, as amended by the First Amendment thereto, dated June 6, 2018, the Second Amendment thereto, dated May 20, 2019, the Third Amendment thereto, dated August 30, 2019 and the Fourth Amendment
Form of Lock-Up AgreementLock-Up Agreement • February 5th, 2021 • Ares Management LLC • Blank checks • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 5th, 2021 • Ares Management LLC • Blank checks • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of February 3, 2021 (this “Agreement”), by and among Infrastructure and Energy Alternatives, LLC (“IEA LLC”) and OT POF IEA Preferred B Aggregator, L.P. (“Aggregator”) (each, a “Seller” and collectively, the “Sellers”) and Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., (each, a “Purchaser” and collectively, the “Purchasers”) and, solely for the purpose and subject to the terms and conditions of Section 10 hereunder, Oaktree Power Opportunities Fund III, L.P. (the “Indemnitor”).
