NV5 HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT (Non-Employee Director)Restricted Stock Units Agreement • March 11th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • Texas
NV5 Holdings, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the NV5 Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject t
NV5 HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 11th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • Delaware
NV5 Holdings, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the NV5 Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, and the Plan, (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee u
FORM OF WARRANT AGREEMENTWarrant Agreement • March 11th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • New Jersey
THIS WARRANT AGREEMENT (“Warrant Agreement”), dated as of , 2013, by and between NV5 HOLDINGS, INC., a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).
1,000,000 Units NV5 HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • California
NV5 Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 1,000,000 units (the “Firm Units”), each unit consisting of one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock, on the terms as described in the Prospectus, as defined below (each, a “Warrant” and collectively, the “Warrants”). The Company has granted the Underwriter the option to purchase an aggregate of up to 150,000 additional units (the “Option Units”) of the Company’s securities as may be necessary to cover over-allotments made in connection with the offering (the Firm Units and the Option Units are herein collectively called the “Underwritten Units”). The units (each, a “Unit” and collectively, the “Units”), the shares of Common Stock underlying the Units (the “Shares”), the Warrants and
