WARRANTWarrant • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
EQUITY COMMITMENT AGREEMENT BY AND AMONG INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., THE COMMITMENT PARTIES PARTY HERETO AND OAKTREE POWER OPPORTUNITIES FUND III DELAWARE, L.P. (SOLELY FOR PURPOSES OF SECTION 5.7, 5.8, 6.3 AND 9.14) Dated as of May...Equity Commitment Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
applicable) and free and clear of all Liens. The issuances of the Securities in connection with the transactions contemplated by the Definitive Documents are in compliance, in all respects, with all applicable Laws, and the Securities are not subject to, and will not be issued in violation of, any purchase options, call options, rights of first refusal, preemptive rights, subscription rights or any similar rights under applicable Law, the Company Organizational Documents or any Contract to which the Company or any of its Subsidiaries is a party or by which it is bound. Subject to the accuracy of the representations and warranties of the Commitment Parties set forth in Article IV of the Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act. As of the Closing, the Company will have reserved from its duly authorized Capital Stock the maximum number of shares of Common Stock authorized under its Certificate of Incorporation
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF May 20, 2019Investor Rights Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2019 (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 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”), amends and restates the Investor Rights Agreement, dated as of March 26, 2018 (the “Initial Closing Date”), (i) by and bet
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT, dated as of May 15, 2019 (this “Third Amendment”), by and among Infrastructure and Energy Alternatives, Inc., as Holdings, IEA Intermediate Holdco, LLC, as Intermediate Holdings, IEA Energy Services LLC, as the Borrower, the Subsidiary Guarantors party hereto, Jefferies Finance LLC, as Administrative Agent and Collateral Agent and the Lenders party hereto constituting the Required Lenders.
SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This Second Amendment (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated May 20, 2019, 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), Ares Special Situations Fund IV, L.P. (“Ares”), as an additional Holder, and OT POF IEA Preferred B Aggregator, L.P. (“OT Aggregator”), as an additional Holder, 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 “Registration Rights Agreement”), by and among the Company, M III Sponsor I, LLC., a Delaware limited liability company, M III Sponsor I LP, a Delaware limited partnership, Seller, Oaktree Power
THIRD AMENDMENT AND RESTATEMENT AGREEMENTRestatement Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
THIRD AMENDMENT AND RESTATEMENT AGREEMENT, dated as of May 20, 2019 (this “Restatement Agreement”), by and among Infrastructure and Energy Alternatives, Inc., as Holdings, IEA Intermediate Holdco, LLC, as Intermediate Holdings, IEA Energy Services LLC, as the Borrower, the Subsidiary Guarantors party hereto, Jefferies Finance LLC (“Jefferies”), as Administrative Agent, KeyBank National Association (“KeyBank”), as Revolving Agent and Issuing Bank, Jefferies, as Collateral Agent and the other Lenders party hereto (the “Consenting Lenders”) constituting the Required Lenders.
VOTING AGREEMENTVoting Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
VOTING AGREEMENT, dated as of May 20, 2019 (this “Agreement”), by and between Infrastructure and Energy Alternatives, Inc., a Delaware corporation with offices located at 6325 Digital Way, Suite 460, Indianapolis, Indiana 46278 (the “Company”) and the M III Sponsor I LLC (the “Stockholder”).
LENDER SUPPORT AGREEMENTLender Support Agreement • May 22nd, 2019 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
LENDER SUPPORT AGREEMENT, dated as of May 15, 2019 (this “Lender Support Agreement”), by and among Infrastructure and Energy Alternatives, Inc., as Holdings, IEA Intermediate Holdco, LLC, as Intermediate Holdings, IEA Energy Services LLC, as the Borrower (the “Borrower”), the Subsidiary Guarantors party hereto and the Lenders party hereto constituting the Required Lenders (the “Consenting Lenders”).
