THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF January 23, 2020Investor Rights Agreement • January 27th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of January 23, 2020 (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”) (as a
FIRST AMENDMENT TO RIGHTS OFFERING AGREEMENTRights Offering Agreement • January 27th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
This First Amendment to Rights Offering Agreement (the “Amendment”), dated as January 27, 2020, is entered into by and among Infrastructure and Energy Alternatives, Inc., a Delaware corporation (“IEA” or the “Company”), Ares Special Situations Fund IV, L.P., a Delaware limited partnership (“Ares SSF”), ASOF Holdings I, L.P., a Delaware limited partnership (“ASOF” and, together with Ares SSF, “Ares”), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership (“OPPF”), Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“Oaktree Holdco”) and OT POF IEA Preferred B Aggregator, L.P., a Delaware limited partnership (“OT Aggregator” and, together with OPPF and Oaktree Holdco, “Oaktree”).
WAIVER AGREEMENT January 23, 2020Waiver Agreement • January 27th, 2020 • Infrastructure & Energy Alternatives, Inc. • Blank checks • Delaware
Reference is made to the (i) Second Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (the “Corporation”), dated as of November 14, 2019 (the “Series B-1 COD”) and the (ii) Amended and Restated Certificate of Designations of Series B-2 Preferred Stock of the Corporation, dated as of November 14, 2019 (the “Series B-2 COD”, and together with the Series B-1 COD, the “CODs”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Series B-2 COD.
