FORFEITURE AGREEMENTForfeiture Agreement • March 8th, 2018 • M III Acquisition Corp. • Blank checks
Reference is made to that certain: (i) Agreement and Plan of Merger, dated November 3, 2017, by and among M III Acquisition Corp. (the “Company”), IEA Energy Services LLC (“IEA Services”), Wind Merger Sub I, Inc. (“Merger Sub I”), Wind Merger Sub II, LLC (“Merger Sub II”), Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as IEA Parent’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC (“Sponsor I LLC”) and M III Sponsor I LP (together with Sponsor I LLC, the “Sponsors”), (as amended from time to time, the “Merger Agreement” and the transactions contemplated thereby, the “Business Combination”); and (ii) the Subscription and Backstop Agreement, dated as of the date hereof, by and among the Company, the Sponsors and the subscribers identified on the signature pages thereto, together with any schedules and exhibits attached thereto (the “Subscription and Backstop Agreement”).
SUBSCRIPTION AND BACKSTOP AGREEMENTSubscription and Backstop Agreement • March 8th, 2018 • M III Acquisition Corp. • Blank checks • New York
This Subscription and Backstop Agreement (this “Agreement”), made as of March 7, 2018, by and among M III Acquisition Corp., a Delaware corporation (the “Company”), M III Sponsor I LLC, a Delaware limited liability company (“Sponsor LLC”), M III Sponsor I LP, a Delaware limited partners (together with Sponsor LLC, the “Sponsor”), and the Subscribers identified on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers:
AMENDMENT NO. 5M III Acquisition Corp. • March 8th, 2018 • Blank checks
AMENDMENT NO. 5 (this “Amendment”), dated as of March 8, 2018, to the Agreement and Plan of Merger, dated as of November 3, 2017 (as amended by Amendment No. 1, dated as of November 15, 2017, Amendment No. 2, dated as of December 27, 2017, Amendment No. 3, dated as of January 9, 2018, Amendment No. 4, dated as of February 6, 2018 and as further amended, restated or otherwise modified from time to time, the “Agreement”), by and among IEA Energy Services LLC, a Delaware limited liability company (the “Company”), M III Acquisition Corp., a Delaware corporation (the “Buyer”), Wind Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Buyer, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (the “Seller”), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as the representa
