FIFTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
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
Common Stock INFRASTRUCTURE & ENERGY ALTERNATIVES, INC. UNDERWRITING AGREEMENTCommon Stock • February 4th, 2021 • Infrastructure & Energy Alternatives, Inc. • Blank checks • New York
Infrastructure & Energy Alternatives, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), confirms and agrees with the proposal by Infrastructure & Energy Alternatives, LLC (the “Selling Stockholder”), for the Selling Stockholder to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Selling Stockholder also proposes to sell to the several Underwriters up to an additional 853,283 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 3(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. Guggenheim Securities, LLC is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplate
