Infrastructure & Energy Alternatives, Inc. (Form: 8-K, Received: 11/15/2019 16:16:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2019

Infrastructure and Energy Alternatives, Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware	001-37796	47-4787177
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



6325 Digital Way Suite 460 Indianapolis, Indiana		46278
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (765) 828-2580

None.

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbols(s)	Name of exchange on which registered
Common Stock, $0.0001 par value	IEA	The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

As previously described in the Current Report on Form 8-K of Infrastructure and Energy Alternatives, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on October 30, 2019 (the “Prior 8-K”), the Company entered into the Equity Commitment Agreement (the “Equity Commitment Agreement”) on October 29, 2019, by and among the Company, Ares Special Situations Fund IV, L.P. (“ASSF IV”) and ASOF Holdings I, L.P. (”ASOF Holdings, and together with ASSF IV, the “Ares Commitment Parties”), and Infrastructure and Energy Alternatives, LLC (“IEA LLC”), Oaktree Power Opportunities Fund III Delaware, L.P. and OT POF IEA Preferred B Aggregator, L.P. (collectively, “Oaktree”), pursuant to which, among other things, the Company agreed to issue and sell 80,000 shares of Series B-3 Preferred Stock, par value $0.0001 per share (the “Series B-3 Preferred Stock”) and 3,568,750 warrants to purchase common stock (“Warrants”) to the Ares Commitment Parties for an aggregate purchase price of $80.0 million (the “First Closing”). On November 14, 2019, the Company consummated the First Closing.

On November 14, 2019, the Company also consummated the Exchange Agreement (as defined in the Prior 8-K). Pursuant to the Exchange Agreement, the Company issued 19,123.87 shares of Series B-3 Preferred Stock and 657,383 Warrants to IEA LLC in exchange for 50% of the outstanding Series A Preferred Stock held by IEA LLC.

This Current Report on Form 8-K is being filed to report the closing of certain transactions under the Equity Commitment Agreement and various other matters in connection therewith.

Item 1.01 Entry into a Material Definitive Agreement.

Investor Rights Agreement

In connection with the sale of the Series B-3 Preferred Stock and Warrants under the Equity Commitment Agreement, the Company entered into an Investor Rights Agreement (“Investor Rights Agreement”), dated November 14, 2019, by and among the Company, the Ares Commitment Parties, IEA LLC and OT POF IEA Preferred B Aggregator, L.P. The Investor Rights Agreement provides that if the Company does not redeem all shares of Series B-1 Preferred Stock (as defined below), Series B-2 Preferred Stock (as defined below) and Series B-3 Preferred Stock (and collectively with the Series B-1 Preferred Stock and Series B-2 Preferred Stock, the “Series B Preferred Stock) outstanding within sixty (60) days from their respective mandatory redemption dates, then during the period from the sixtieth (60^th) day following their respective mandatory redemption dates until the date upon which all shares of Series B Preferred Stock then outstanding are redeemed in full (the “Exit Right Period”), then (i) the Board of Directors of the Company (the “Board”), to the fullest extent permitted by applicable law, shall owe a fiduciary duty to all holders of Series B Preferred Stock to the same extent as the holders of common stock, (ii) the size of the Board shall be increased such that holders of Series B Preferred Stock, voting as a single class, have the right to designate and appoint (and the corresponding right to remove and fill vacancies) a majority of the members of the Board; provided, however, that for so long as the Company is subject to the rules of NASDAQ, the holders of the Series B Preferred Stock shall only have such right if, on an as converted basis calculated under the Series B Certificates (defined below), the holders of the Series B Preferred Stock and their affiliates beneficially own greater than 50% of the voting power of the common stock and the Series B Preferred Stock voting together as a single class, (iii) the Accumulated Dividend Rate and the Cash Dividend Rate shall each be increased to a rate of 25% per annum on the Series B Preferred Stock until redemption in full, and (iv) the holders of a majority of the shares of Series B Preferred Stock shall have the right to cause the Company to, in or more transactions, effect a sale (directly or indirectly) of some or all of the assets or equity of the Company and any of its subsidiaries, and to use the proceeds thereof to redeem in full, or to the fullest extent, the Series B Preferred Stock (a “Redemption Sale”). If the conditions of a Redemption Sale are triggered, the Company will be required to take all actions necessary or requested to implement and consummate such Redemption Sale, and will be required to use commercially reasonable efforts to cooperate to implement and consummate such Redemption Sale. Under the Investor Rights Agreement, the Company will covenant to not take, or cause its subsidiaries to take, any actions that could reasonably be expected to delay, impede or prohibit a Redemption Sale. Each party to the Investor Rights Agreement (other than the Company) will agree, during any Exit Right Period, to vote all securities of the Company to ensure the terms of the Investor Rights Agreement are effectuated (including voting in favor of a Redemption Sale), as well as to abide by other restrictions.

The description of the Investor Rights Agreement is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Warrant Certificate

In connection with the sale of the Series B-3 Preferred Stock under the Equity Commitment Agreement, the Company issued 3,568,750 Warrants to the Ares Commitment Parties pursuant to warrant certificates (the “Warrant Certificates”) on November 14, 2019. The Company also issued 657,383 Warrants to IEA LLC pursuant to the Exchange Agreement pursuant to

a Warrant Certificate on November 14, 2019. Each Warrant is exercisable into the Company’s common stock at an exercise price per share of $0.0001 (the “Exercise Price”). The Exercise Price may be paid by the holder by payment of the aggregate Exercise Price by check or wire transfer, or by instructing the Company to withhold a number of shares of common stock then issuable upon exercise of the Warrant with an aggregate fair market value as of the date of exercise equal to the aggregate Exercise Price; or any combination of the foregoing. The exercise of the Warrant is limited as necessary to comply with the rules of NASDAQ. The number of shares of common stock issuable upon exercise of the Warrant adjusts for dividends, subdivisions or combinations of the Company’s common stock; cash distributions or other distributions; reorganization, reclassification, consolidation or merger; and spin-offs.

The description of the Warrants and Warrant Certificates are qualified in their entirety by reference to the full text of the Warrant Certificates, which are filed as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Amendment to Registration Rights Agreement

On November 14, 2019, in connection with the closing of the transactions under the Equity Commitment Agreement, the Company entered into the Fourth Amendment to Amended and Restated Registration Rights Agreement (the “RRA Amendment”), by and among the Company, IEA LLC, the Ares Commitment Parties and OT POF IEA Preferred B Aggregator, L.P. The RRA Amendment amends the registration rights agreement, dated as of March 28, 2018, as amended, to provide the Ares Commitment Parties and OT POF IEA Preferred B Aggregator, L.P. with shelf registration and “piggyback” registration rights with respect to the common stock issuable upon (i) exercise of the Warrants held by ASSF IV and ASOF and their permitted transferees and upon conversion of Series B Preferred Stock held by ASSF IV and ASOF and their permitted transferees and (ii) exercise of the Warrants held by OT POF IEA Preferred B Aggregator, L.P. and its permitted transferees and upon conversion of Series B Preferred Stock held by OT POF IEA Preferred B Aggregator, L.P. and its permitted transferees. This description of the RRA Amendment is qualified in its entirety by reference to the full text of the RRA Amendment, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Certain Relationships

ASSF IV previously purchased 30,000 shares of Series B-1 Preferred Stock and 1,527,560 Warrants on May 20, 2019, and as of such date, Ares obtained a right to designate a member to the Company’s Board. On August 30, 2019, the Ares Commitment Parties purchased 50,000 shares of Series B-2 Preferred Stock and 900,000 Warrants and as of such date, Ares obtained a right to designate a second member to the Company’s Board. Oaktree previously purchased 20,000 shares of Series B-1 Preferred Stock and 1,018,374 Warrants on May 20, 2019. Oaktree also has a right to appoint two directors to the Company’s Board, and, as of the date hereof (both before and after the transactions under the Exchange Agreement) owns 100% of the total issued and outstanding Series A Preferred Stock and 46.2% of the total issued and outstanding common stock and approximately 46.2% of the voting power of the Company.

The transactions disclosed in this Current Report on Form 8-K were approved by a special committee of the Company’s Board consisting entirely of disinterested directors and, upon recommendation of such special committee, by the full Board.

Item 3.02 Unregistered Sales of Equity Securities.

On November 14, 2019, the Company issued 80,000 shares of Series B-3 Preferred Stock and 3,568,750 Warrants to the Ares Commitment Parties pursuant to the Equity Commitment Agreement. Additionally, the Company issued 19,123.87 shares of Series B-3 Preferred Stock and 657,383 Warrants to IEA LLC in exchange for 50% of the outstanding Series A Preferred Stock pursuant to the Exchange Agreement pursuant to a Warrant Certificate.

The Series B-3 Preferred Stock and Warrants under the Equity Commitment Agreement and the Exchange Agreement were issued in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). A description of the terms and conditions of the Series B-3 Preferred Stock and Warrants in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. The net proceeds to the Company from the transactions under the Equity Commitment Agreement were approximately $75.8 million after deducting estimated expenses payable by the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series B-3 Certificate of Designation

On November 14, 2019, in connection with the closing of the transactions under the Equity Agreement, the Company filed the Certificate of Designations of Series B-3 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (the “Series B-3 Certificate”) with the Secretary of State of the State of Delaware. Terms that are capitalized in the description below but not defined herein have the definition given to such term in the Series B-3 Certificate.

General. Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, rights and preferences as may be determined from time to time by the Company’s Board without further stockholder approval. The Board created the Series B-3 Preferred Stock out of the authorized and unissued shares of preferred stock as a new class.

Ranking. The Series B-3 Preferred Stock ranks: (a) equally in right of payment with any class or series of Capital Stock of the Company that expressly ranks equally with the Series B-3 Preferred Stock, including the Series B-1 Preferred Stock and Series B-2 Preferred Stock (the “Parity Stock”), (b) senior in right of payment to Junior Stock, and (c) junior in right of payment to Senior Stock with respect to the payment of dividends or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Company’s common stock and Series A Preferred Stock are Junior Stock under the Series B-3 Certificate.

Number. The number of authorized shares of Series B-3 Preferred Stock is 130,000.

Stated Value. The Series B-3 Preferred Stock has a stated value (the “Stated Value”) of an amount equal to the sum of (i) $1,000, as equitably adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction with respect to the Series B-3 Preferred Stock after the date of issuance of the Series B-3 Preferred Stock, plus (ii) the amount of accumulated but unpaid dividends compounded and accrued.

Dividends. No dividends shall be paid on any shares of Series B-3 Preferred Stock except as, if and when declared by the Board. Commencing from and after the applicable issue date of the Series B-3 Preferred Stock until redeemed, dividends accrue (daily on the basis of a 360-day year consisting of twelve 30-day periods except for partial periods) at the Accumulated Dividend Rate (as defined below) on the Stated Value, and increase the Stated Value of the Series B-3 Preferred Stock on and effective as of each of March 31, June 30, September 30 and December 31 through redemption (each, a “Dividend Date”) without any further action by the Board; provided, that, to the extent not prohibited by applicable law, and only as, if and when declared by the Board, dividends will be declared and paid in cash at the Cash Dividend Rate (as defined below) on the Stated Value, and will be payable in cash quarterly in arrears on the applicable Dividend Date.

“Accumulated Dividend Rate” means 15% per annum; provided that from and after the occurrence of any Non-Payment Event or Default Event and until the cure, resolution or waiver of such Non-Payment Event or Default Event, as the case may be, the Accumulated Dividend Rate shall be the Accumulated Dividend Rate as otherwise determined plus 2% per annum.

“Cash Dividend Rate” means (i) with respect to any dividend period for which the Total Net Leverage Ratio is greater than 1.50 to 1.00, 13.5% per annum, and (ii) with respect to any dividend period for which the Total Net Leverage Ratio is less than or equal to 1.50 to 1.00, 12% per annum.

“Total Net Leverage Ratio” means, with respect to any dividend period, the “Total Net Leverage Ratio” (as defined under the Company’s credit agreement as in effect from time to time).

Until the Series B-3 Preferred Stock is redeemed, neither the Company nor any of its subsidiaries shall declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company or any of its subsidiaries, other than (i) dividends payable on (A) Senior Stock, (B) Series B-1 Preferred Stock, Series B-2 Preferred Stock, and under their respective certificates, (C) other Parity Stock except in accordance with the certificate and (D) Junior Stock payable solely in the form of additional shares of Junior Stock, and (ii) dividends or distributions by a subsidiary; provided that the Company may pay cash dividends on the Series A Preferred Stock (“Class A Cash Dividends”) if permitted by the terms of the Series B-1 Preferred Stock and Series B-2 Preferred Stock and either (x) no dividends have accumulated on any shares of Series B-3 Preferred Stock prior to or on the date such dividend is paid on the Series A Preferred Stock or (y) as of the date such dividend is paid on the Series A Preferred Stock, the Company has redeemed, in accordance with the Series B-3 Certificate, shares of Series B-3 Preferred Stock having a Stated Value that has been increased as a result of all Series B-3 Preferred Accumulated Dividends that have accumulated since the applicable issue of the Series B-3 Preferred Stock in respect of shares of Series B-3 Preferred Stock outstanding as of such date and the Company has paid a Series B-3 Preferred Cash Dividend for such dividend period with respect to any shares of Series B-3 Preferred Stock that remain outstanding.

Liquidation Event. Subject to the rights of the holders of any Senior Stock or Parity Stock in connection therewith, upon any Liquidation Event (as defined below), each holder of Series B-3 Preferred Stock shall be entitled to be paid, out of the assets of the Company legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock in connection with such Liquidation Event, an amount per share of Series B-3 Preferred Stock held by such holder equal to the sum of (i) the Stated Value plus (ii) all accumulated and unpaid dividends, if any, with respect to such share calculated through the day prior to such payment.

A Liquidation Event means (i) effecting any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, (ii) any voluntary or involuntary filing for bankruptcy, insolvency, receivership or any similar proceedings by or against the Company or any of its subsidiaries that holds, directly or indirectly, all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis, (iii) a receiver or trustee is appointed for all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis or (iv) the Company or any subsidiary that owns all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis makes an assignment for the benefit of its creditors.

Voting Rights; As If Converted Voting. Other than any voting rights provided by applicable law or as expressly provided by the Series B-3 Certificate, the holders of the Series B-3 Preferred Stock (in their capacities as such) shall not have voting rights as shareholders. The Series B-3 Certificate provides that, from and after such time as the Conversion Conditions (as defined below) are satisfied, the shares of Series B-3 Preferred Stock shall vote together with the common stockholders on each matter submitted to a vote of the stockholders of the corporation other than the election of directors. The number of votes for each share of Series B-3 Preferred Stock will equal the number of votes as if the Series B-3 Preferred Stock was converted into common stock under the terms of the Series B-3 Certificate; provided, however, that if the matter to be voted upon includes a matter under NASDAQ Rule 5635(a), (b), (c) or (d), each share of Series B-3 Preferred Stock will have a number of votes determined by dividing the Stated Value on the record date by the greater of the volume weighted average price (“VWAP”) per share of the Company’s common stock for the 30 consecutive trading days ending on the trading day immediately prior to the record date, and $2.83 (as adjusted for stock dividends, stock splits and other combinations and reclassifications).

Consent Rights. Until all of the Series B-3 Preferred Stock have been redeemed, the Company shall not, and shall cause its subsidiaries not to, directly or indirectly (whether by merger, consolidation, amendment of the Certificate or otherwise), without the prior written approval of Ares Management LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts (“Ares”):


•	create, or authorize the creation of, or issue or obligate itself to issue any shares of Senior Stock, Parity Stock (except with respect to the transactions under the Exchange Agreement or Rights Offering), capital stock that votes with the Series B-3 Preferred Stock on matters requiring consent, or capital stock of a subsidiary;


•	reclassify, alter or amend any capital stock of the Company or its subsidiaries if such reclassification, alteration or amendment would render such other capital stock senior to or pari passu with the Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock;

•

enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with any other person pursuant to which the Company or such subsidiary would not be the surviving entity, if as a result of such transaction, any capital stock or equity or equity-linked securities of such person would rank senior to or pari passu with the Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock;


•	assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of, any indebtedness for borrowed money (subject to certain exceptions);


•	authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock will be redeemed, paid or purchased in full in their respective certificate of designations;


•	alter, amend, supplement, restate, waive or otherwise modify any provision of the Series B-3 Certificate or any other governing document in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of the Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock;


•	alter, amend, supplement, restate, waive or otherwise modify or enter into any governing document of the Company or any other document in a manner that is reasonably expected to be adverse to the rights of the holders of the Series B-1 Preferred Stock or the holders of the Series B-2 Preferred Stock to appoint a director;

•

at any time when the Company is prohibited from making Class A Cash Dividends pursuant to the Certificate, to utilize the restricted payment basket set forth in the Company’s credit agreement any purpose other than making a Series B-3 Preferred Cash Dividend or redeeming, repurchasing or otherwise retiring Series B-3 Preferred Stock, making cash dividend payments on Series B-1 Preferred Stock or Series B-2 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B-1 Preferred Stock or Series B-2 Preferred Stock, in accordance with their respective certificates of designation;


•	enter into any amendment to the credit agreement that materially and adversely affects the ability of the Company to make cash dividend payments, liquidation payments or redemption payments compared to the credit agreement in effect at the initial issuance of the Series B-3 Preferred Stock;


•	increase the size of the Board;


•	conduct any business or enter into or conduct any transaction or series of transaction with, or for the benefit of, any Affiliate of the Company, subject to limitations;


•	enter into any transaction, contract, agreement or series of related transactions, contracts, or agreement with respect to the provision of services to customers exceeding certain amounts; or

•

with respect to SAIIA Holdings, LLC (“SAIIA”), subject to certain limitations: (i) enter into any agreement with respect to, or consummate any, merger, consolidation or similar transaction with SAIIA or any of its subsidiaries, (ii) assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of any indebtedness by, or for the benefit of SAIIA or any of its subsidiaries, (iii) create, incur, assume or suffer to exist any lien upon or with respect to any property or assets for the benefit of SAIIA or any of its subsidiaries or security any obligations of SAIIA or any of its subsidiaries above certain limits, (iv) consummate any sale, lease, transfer, issuance or other disposition, including by means of a merger, consolidation or similar transaction, of any shares of capital stock of a subsidiary or any other assets of the Company or any subsidiary to SAIIA or any of its subsidiaries, or (v) subject to certain exceptions, make any advance, loan, extension of credit or capital contribution to, or purchase any capital stock, bonds, notes, debentures or other debt securities of SAIIA or any of its subsidiaries.

Optional Redemption. The Company may, at any time and from time to time, redeem all or any portion of the shares of Series B-3 Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any redemption of less than all of the Series B-3 Preferred Stock outstanding shall be on a pro rata basis among the holders of Series B-3 Preferred Stock in accordance with the number of shares of Series B-3 Preferred Stock then held by such holders. The Optional Redemption Price is a price per share of Series B-3 Preferred Stock in cash equal to the greater of (i) the Stated Value thereof plus all accrued and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption and (ii) $1,500, plus all accrued and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption, minus the amount of any Series B-3 Preferred Cash Dividends actually paid on such share of Series B-3 Preferred Stock since the applicable issue date of the Series B-3 Preferred Stock.

Mandatory Redemption. On February 15, 2025, the Company shall redeem all shares of Series B-3 Preferred Stock then outstanding at the Mandatory Redemption price per share. The Mandatory Redemption price per share equals a price per share of Series B-3 Preferred Stock in cash equal to the Stated Value thereof plus all accumulated and unpaid dividends thereon calculated through the day prior to such redemption.

If the Company does not redeem all shares of Series B-3 Preferred Stock outstanding within sixty (60) days from the Mandatory Redemption Date, then during the period from the sixtieth (60^th) day following the Mandatory Redemption Date until the date upon which all shares of Series B-3 Preferred Stock then outstanding are redeemed in full, (i) the Board, to the fullest extent permitted by applicable law, shall owe a fiduciary duty to all holders of Series B-3 Preferred Stock to the same extent as the holders of common stock, (ii) the size of the Board shall be increased such that holders of Series B Preferred Stock, voting as a single class, have the right to designate and appoint (and the corresponding right to remove and fill vacancies) a majority of the members of the Board, provided, however, that for so long as the Company is subject to the rules of NASDAQ, the holders of the Series B Preferred Stock shall only have such right if, on an as converted basis calculated under the Series B-3 Certificate, the holders of the Series B Preferred Stock and their affiliates beneficially own greater than 50% of the voting power of the common stock and the Series B Preferred Stock voting together as a single class, and (iii) the Accumulated Dividend Rate and the Cash Dividend Rate shall each be increased to a rate of 25% per annum on the Series B Preferred Stock until redemption in full.

Redemption in Connection with Certain Events. Subject to compliance with the terms of any credit agreement, the Company is required to redeem all of the Series B-3 Preferred Stock as a condition to the consummation of a Change in Control

at the Optional Redemption Price, as well as use the net cash proceeds from any Qualifying Equity Sale or Significant Disposition to redeem the maximum number of shares of Series B-3 Preferred Stock, on a pro rata basis, at the Optional Redemption Price that are redeemable from the net cash proceeds from such Qualifying Equity Sale or Significant Disposition.

Conversion into Common Stock in Connection with Certain Events. If both (x) the holders of the Company’s capital stock entitled to vote on such matters have approved the issuance of common stock upon conversion of the Series B-3 Preferred Stock in compliance with Nasdaq Marketplace Rule 5635, and (y) at least sixty days have elapsed following the Mandatory Redemption Date of the Series B-3 Preferred Stock without redemption thereof, a majority of the holders of the Company’s Series B Preferred Stock can elect to convert the Series B-3 Preferred Stock into shares of the Company’s common stock (the “Series B-3 Conversion,” and together with the Series B-1 Conversion and the Series B-2 Conversion described below, the “Series B Conversions”). The conversion rate will be based on the VWAP per share of the Company’s common stock for the 30 consecutive trading days ending on the trading day immediately prior to the Conversion Date; provided however, that for so long as the Company is subject to the rules of NASDAQ, the conversion shall equal the greater of the VWAP per share of the Company’s common stock for the 30 consecutive trading days ending on the trading day immediately prior to the Conversion Date and $0.28 (as adjusted for stock dividends, stock splits and other combinations and reclassifications).

This description of the Series B-3 Certificate is qualified in its entirety by reference to the full text of the Series B-3 Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Amended and Restated Series B-1 and B-2 Preferred Stock Certificate of Designations

On November 14, 2019, in connection with the closing of the transactions under the Equity Agreement, the Company adopted a second amended and restated the Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (the “Second A&R Series B-1 Certificate”) and an amended and restated Certificate of Designations for Series B-2 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (the “A&R Series B-2 Certificate”, and collectively with Series B-3 Certificate and Second A&R Series B-1 Certificate, the “Series B Certificates”) to, among other things:

•

revise the definition of “Accumulated Dividend Rate” to mean 18% per annum from and including the date of the closing of the original issuance of Series B-2 Preferred Stock until the date of the closing of the original issuance of Series B-3 Preferred Stock and 15% per annum thereafter; provided that from and after the occurrence of any Non-Payment Event or Default Event and until the cure, resolution or waiver of such Non-Payment Event or Default Event, as the case may be, the Accumulated Dividend Rate shall be the Accumulated Dividend Rate as otherwise determined plus 2% per annum;


•	revise the definition of “Cash Dividend Rate” to mean (i) with respect to any dividend period for which the Total Net Leverage Ratio is greater than 1.50 to 1.00, 13.5% per annum, and (ii) with respect to any dividend period for which the Total Net Leverage Ratio is less than or equal to 1.50 to 1.00, 12% per annum;


•	provide certain additional consent rights that were granted in the Series B-3 Certificate as described above under “Consent Rights”;


•	provide additional rights to the holders of the Series B-1 Preferred Stock and Series B-2 Preferred Stock following a mandatory redemption that are in the Series B-3 Certificate as described above under “Mandatory Redemption”;


•	provide that the Series B-1 Preferred Stock and Series B-2 Preferred Stock will be convertible into common stock subject to the same conditions and in the same scenarios as the Series B-3 Preferred Stock; and


•	to make certain confirming and administrative changes.

This description of the Second A&R Series B-1 Certificate and A&R Series B-2 Certificate are qualified in their entirety by reference to the full text of the Second A&R Series B-1 Certificate and A&R Series B-2 Certificate, which are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference.

Item 7.01. Regulation FD Disclosure.

On November 14, 2019, the Company issued a press release announcing the transactions described in this Current Report on Form 8-K. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit Number	Description
3.1	Certificate of Designations of Series B-3 Preferred Stock of Infrastructure and Energy Alternatives, Inc.
3.2	Second Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives, Inc.
3.3	Amended and Restated Certificate of Designations of Series B-2 Preferred Stock of Infrastructure and Energy Alternatives, Inc.
10.1	Investor Rights Agreement, dated November 14, 2019, by and among the Company, Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P.
10.2	Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Ares Special Situations Fund IV, L.P.
10.3	Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and ASOF Holdings I, L.P.
10.4	Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Infrastructure and Energy Alternatives, LLC.
10.5	Fourth Amendment to Amended and Restated Registration Rights Agreement, dated as of November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and OT POF IEA Preferred B Aggregator, L.P.
99.1	Press Release, dated November 14, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: November 15, 2019

	INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

	By:	/s/ Andrew D. Layman
	Name: Andrew D. Layman
	Title: Chief Financial Officer

CERTIFICATE OF DESIGNATIONS

SERIES B‑3 PREFERRED STOCK

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

_____________________________________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

_____________________________________________________

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., a Delaware corporation (the “Corporation”), hereby certifies that:

1.The Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Corporation shall have the authority to issue at 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

2.The Certificate of Incorporation expressly grants to the Board authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.The Board previously adopted resolutions on May 20, 2019 authorizing the creation and issuance of a series of such preferred stock designated as the “Series B Preferred Stock” and authorizing the issuance of 50,000 shares of Series B Preferred Stock (the “Original Series B Preferred Stock”) and the Certificate of Designations for the Original Series B Preferred Stock was filed with the Secretary of State of the State of Delaware on May 20, 2019 (the “Original Certificate of Designations”).

4.On August 13, 2019, in accordance with Section 6 of the Original Certificate of Designations, Ares approved (i) the re-designation of the Original Series B Preferred Stock as Series B‑1 Preferred Stock (as so amended and restated, the “Series B‑1 Preferred Stock”) and the amendment and restatement of the Original Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B‑1 Preferred Stock (the “First Amended Series B‑1 Certificate of Designations”), and (ii) the issuance of 50,000 shares of new Series B‑2 Preferred Stock, with terms substantially similar to the terms of Series B‑1 Preferred Stock (the “Series B‑2 Preferred Stock”) as set forth in the Certificate of Designations for the Series B-2 Preferred Stock (the “Series B-2 Certificate of Designations”).

5.The Series B-2 Certificate of Designations and the First Amended Series B-1 Certificate of Designations were filed with the Secretary of State of the State of Delaware on August 30, 2019.

6.The Board adopted resolutions on October 25, 2019 (i) authorizing the creation and issuance of a series of preferred stock designated as the “Series B-3 Preferred Stock” and authorizing the issuance of up to 130,000 shares of Series B-3 Preferred Stock (collectively with Series B‑1 Preferred Stock and the Series B-2 Preferred Stock, the “Series B Preferred Stock”) as set forth in this Certificate of Designations for the Series B-3 Preferred Stock (the “Series B-3 Certificate of Designations”) and (ii) authorizing amendments to the First Amended Series B-1 Certificate of Designations and the Series B-2 Certificate of Designations.

7.On October 25, 2019, in accordance with Section 6 of the First Amended Series B-1 Certificate of Designations and Section 6 of the Series B-2 Certificate of Designations, Ares approved (i) the amendment and restatement of the First Amended Series B-1 Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B-1 Preferred Stock (the “Second Amended Series B-1 Certificate of Designations”), (ii) the amendment and restatement of the Series B-2 Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B-2 Preferred Stock (the “Amended and Restated Series B-2 Certificate of Designations”, and collectively with the Second Amended Series B-1 Certificate of Designations and the Series B-3 Certificate of Designations, the “Series B Certificates”) and (iii) the issuance of up to 130,000 shares of new Series B-3 Preferred Stock, with terms substantially similar to the terms of the Series B-1 Preferred Stock and the Series B-2 Preferred Stock, as set forth in this Series B-3 Certificate of Designations.

8.Pursuant to the authority conferred upon the Board by the Certificate of Incorporation and in accordance with the provisions of the Certificate of Incorporation and the General Corporation Law of the State of Delaware, the Board, by action duly taken on October 25, 2019, adopted resolutions (which resolutions have not been modified and are in full force and effect on the date hereof) (i) approving the amendment and restatement of the First Amended Series B-1 Certificate of Designations as set forth in the Amended and Restated Series B‑1 Certificate of Designations, (ii) approving the amendment and restatement of the Series B-2 Certificate of Designations as set forth in the Amended and Restated Series B‑2 Certificate of Designations, (iii) authorizing the issuance of up to 130,000 shares of Series B‑3 Preferred Stock, and (iv) fixing the designations, powers, preferences and rights of the shares of this Series B‑3 Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1.Designation. The designation of this series of preferred stock shall be “Series B‑3 Preferred Stock.” Series B‑3 Preferred Stock will rank (a) equally in right of payment with Parity Stock, if any, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, (b) senior in right of payment to Junior Stock, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and (c) junior in right of payment to Senior Stock, if any, with respect to the payment of dividends or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2.Number of Shares. The number of authorized shares of Series B‑3 Preferred Stock shall be 130,000. Such number of authorized shares may, from time to time, be increased (subject to Section 6) or decreased (but not below the number of shares of Series B‑3 Preferred Stock then outstanding) by further resolution duly adopted by the Board and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) stating that such increase or reduction has been so authorized. The Corporation shall have the authority to issue fractional shares of Series B‑3 Preferred Stock. The date on which the Corporation initially issues any share of Series B‑3 Preferred Stock shall be deemed to be the “date of issuance” for such share of Series B‑3 Preferred Stock, in each case regardless of the number of times transfer of such share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of Series B‑3 Preferred Stock.

Section 3.Definitions.

“Accumulated Dividend Rate” means 15% per annum; provided that, from and after the occurrence of any Non-Payment Event or Default Event and until the cure, resolution or waiver of such Non-Payment Event or Default Event, as the case may be, the Accumulated Dividend Rate shall be the Accumulated Dividend Rate as otherwise determined pursuant to this definition plus 2% per annum.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question.

“Applicable Issue Date” means the “date of issuance” as defined in Section 2.

“Ares” means Ares Management LLC, on behalf of its Affiliated funds, investment vehicles and/or managed accounts.

“Board” means the Corporation’s Board of Directors.

“Business Day” means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.

“Bylaws” means the bylaws of the Corporation.

“Capital Stock” means, without duplication, (i) the Common Stock, (ii) the Series B Preferred Stock, (iii) the Series A Preferred Stock, (iv) any other equity or equity-linked securities issued by the Corporation or its Subsidiaries, and (v) any other shares of securities convertible into, or exchangeable or exercisable for, or options, warrants or other rights to acquire, directly or indirectly, any equity or equity-linked security issued by the Corporation or its Subsidiaries, whether at the time of issuance, upon the passage of time, or the occurrence of some future event.

“Cash Dividend Rate” means (i) with respect to any Dividend Period for which the Total Net Leverage Ratio is greater than 1.50 to 1.00, 13.5% per annum and (ii) with respect to any Dividend Period for which the Total Net Leverage Ratio is less than or equal to 1.50 to 1.00, 12% per annum.

represent all or substantially all of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, to a Person other than the Corporation, any of its Subsidiaries, or a Permitted Holder; provided, that no Change of Control shall be deemed to have occurred pursuant to clause (a) due to the acquisition of shares of Common Stock by Oaktree or its Affiliates upon (x) the conversion of shares of Series A Preferred Stock held by Oaktree or its Affiliates on the date hereof into shares of Common Stock, (y) pursuant to Section 3.6 of the Merger Agreement or (z) the exercise of any Warrants. For the avoidance of doubt, a Change of Control shall be deemed to have occurred if Oaktree acting alone or in a group (as defined in Section 13(d)(3) of the Exchange Act)) with any Person (other than another Permitted Holder) consummates a merger, acquisition or similar transaction with the Corporation or any of its Subsidiaries.

“Closing Date” means the date of the closing of the original issuance of the Original Series B Preferred Stock.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock of the Corporation, par value $0.0001 per share, or any other shares of the Capital Stock of the Corporation into which such shares of common stock shall be reclassified or changed.

“Competitor” means (i) any Person that is an operating company that primarily engages in the engineering, procurement and construction sector for renewable energy generation or (ii) any controlled Affiliate of the foregoing.

“control” means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Conversion Agent” means, prior to the conversion date, such Person as the Corporation will appoint or such other person as determined by the Board, acting in its capacity as conversion agent for the Series B-3 Preferred Stock, and its successors and assigns.

“Credit Agreement” means that certain Third Amended and Restated Credit and Guarantee Agreement, dated as of September 25, 2018, as amended and restated as of November 2, 2018, as further amended and restated as of November 16, 2018 and as further Amended and Restated as of May 20, 2019.

“Default Event” means any material breach by the Corporation of its obligations under this Certificate of Designations, other than a Non-Payment Event, which, if curable, is not cured on or prior to the 30th day after receipt of written notice from Ares after such default.

“Debt Limit” means, as of any date of determination, an amount equal to (x) the aggregate Revolving Commitments (as defined in the Credit Agreement) as of the Series B-3 Closing Date plus (y) the outstanding principal amount of Term Loans (as defined in the Credit Agreement) as of the Series B-3 Closing Date minus (z) the aggregate principal amount of Term Loans repaid or prepaid on or following the Series B-3 Closing Date.

“Debtor Relief Laws” means the United States Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Dividend Date” means, to the extent that any shares of Series B‑3 Preferred Stock are then outstanding, each of March 31, June 30, September 30 and December 31 or, to the extent any of the foregoing is not a Business Day, the first Business Day following such date.

“Dividend Period” means, with respect to any shares of Series B-3 Preferred Stock, the period from the Applicable Issue Date of such shares of Series B-3 Preferred Stock to the first Dividend Date following such Applicable Issue Date and each quarterly period thereafter.

“IEA LLC” means Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company.

“Independent Directors” means members of the Board who are both: (a) an “Independent Director” within the meaning of NASDAQ Marketplace Rule 4200(a)(15) as in effect on the date hereof, and (b) not a designee for service on the board or affiliate of (i) Infrastructure and Energy Alternatives, LLC, (ii) Oaktree Power Opportunities Fund III Delaware, L.P., (iii) Ares Special Situations Fund IV, L.P., (iv) ASOF Holdings I, L.P., (v) any other person that holds greater than 1% of any class or series of equity securities of the Corporation or (vi) any Affiliate of any of the foregoing Persons.

“Junior Stock” means (i) the Series A Preferred Stock, (ii) the Common Stock and (iii) any other class or series of Capital Stock of the Corporation, other than Parity Stock, now existing or hereafter authorized not expressly ranking senior to any of the Series B Preferred Stock with respect to the payment of dividends or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

“Liquidation Event” means (i) effecting any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, (ii) any voluntary or involuntary filing for bankruptcy, insolvency, receivership or any similar proceedings by or against the Corporation or any of its Subsidiaries that holds, directly or indirectly, all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis, (iii) a receiver or trustee is appointed for all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis or (iv) the Corporation or any Subsidiary of the Corporation that owns all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis makes an assignment for the benefit of its creditors.

“Market Disruption Event” means any of the following events: any suspension of, or limitation imposed on, trading of the Common Stock by the Relevant Exchange during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock, any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange as to securities generally, or otherwise relating to the Common Stock or options contracts relating to the Common Stock on the Relevant Exchange.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated November 3, 2017, by and among the Corporation, IEA Energy Services LLC, a Delaware limited liability company, IEA LLC, and the other parties thereto.

“Net Cash Proceeds” means the excess of (a) the aggregate cash proceeds received by the Corporation and/or its Subsidiaries in connection with a Qualifying Equity Sale or Significant Disposition, as applicable, minus (b) the sum of (i) any out-of-pocket fees, commissions and expenses paid or payable by the Corporation and/or its Subsidiaries, (ii) any federal, state, local or other taxes paid or reasonably estimated to be payable by the Corporation, and (iii) any indebtedness which, by its terms, is required to be paid or prepaid by the Corporation or the applicable Subsidiary, and is paid or prepaid, in each case of the foregoing clauses (i) - (iii), in connection with such Qualifying Equity Sale or Significant Disposition (to the extent such amounts have not been deducted in calculating the cash proceeds received by the Corporation and/or its Subsidiaries in connection with such Significant Disposition), as applicable; provided that (i) proceeds received by a non-wholly owned Subsidiary in connection with a Qualifying Equity Sale or Significant Disposition shall constitute “Net Cash Proceeds” only to the extent that such proceeds may be distributed up to the Corporation without breaching any agreements with, or fiduciary duties owing to (upon advice of independent counsel), such Subsidiary’s minority shareholder(s) by which such Subsidiary is bound or any law to which such Subsidiary is subject and (ii) any proceeds required to be applied to a Pro Rata Series B-1 Redemption or to a Pro Rata Series B-2 Redemption pursuant to Section 7(h) shall be deducted from Net Cash Proceeds.

“Non-Payment Event” means failure of the Corporation to redeem any shares of Series B‑3 Preferred Stock as and when required in accordance with Section 7 of this Certificate of Designations, in either case which is not cured within five (5) days after written notice from Ares after such default.

“Oaktree” means Oaktree Power Opportunities Fund III Delaware, L.P, or any of its Affiliated funds, investment vehicles and/or managed accounts.

“Parity Stock” means any class or series of Capital Stock of the Corporation hereafter authorized that expressly ranks equally with the Series B‑3 Preferred Stock with respect to the payment of dividends and in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, including the Series B‑1 Preferred Stock and the Series B-2 Preferred Stock.

“Permitted Holder” means (x) Ares and (y) Oaktree when, with respect to any transaction, is acting in a group (as defined in Section 13(d)(3) of the Exchange Act) with Ares with respect to such transaction.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, governmental authority, trust, or other entity.

“Pro Rata Dividend Basis” means, with respect to any Series B‑3 Preferred Cash Dividend paid with respect to any Dividend Period, that (i) the ratio of (x) the per share amount of such Series B‑3 Preferred Cash Dividend to (y) the per share amount of the cash dividend to be paid on the Series B‑1 Preferred Stock plus the per share amount of the cash dividend to be paid on the Series B‑2 Preferred Stock is equal to (ii) the ratio of (x) the Cash Dividend Rate for such Dividend Period to (y) the “Cash

Dividend Rate” (as defined in the Second Amended Series B‑1 Certificate of Designations) in effect for the corresponding dividend period for the Series B‑1 Preferred Stock plus the “Cash Dividend Rate” (as defined in the Amended and Restated Series B‑2 Certificate of Designations) in effect for the corresponding dividend period for the Series B‑2 Preferred Stock.

“Pro Rata Fraction” means, (i) with respect to any Series B‑3 Redemption, a fraction, (x) the numerator of which is equal to the Stated Value of the shares of Series B‑3 Preferred Stock subject to such Series B‑3 Redemption and (y) the denominator of which is equal to the Stated Value of all outstanding shares of Series B‑3 Preferred Stock as of immediately prior to such Series B‑3 Redemption, (ii) with respect to any Series B‑2 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of the shares of Series B‑2 Preferred Stock subject to such Series B‑2 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of all outstanding shares of Series B‑2 Preferred Stock as of immediately prior to such Series B‑2 Redemption and (iii) with respect to any Series B-1 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Second Amended Series B-1 Certificate of Designations) of the shares of Series B-1 Preferred Stock subject to such Series B-1 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of all outstanding shares of Series B-1 Preferred Stock as of immediately prior to such Series B-1 Redemption.

“Pro Rata Series B‑1 Redemption” means, with respect to any Series B‑2 Redemption or Series B-3 Redemption, the redemption by the Corporation, pursuant to the provision of the Second Amended Series B‑1 Certificate of Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of the outstanding shares of Series B‑1 Preferred Stock.

“Pro Rata Series B‑2 Redemption” means, with respect to any Series B-1 Redemption or Series B-3 Redemption, the redemption by the Corporation, pursuant to the provision of the Certificate of Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designations) of the outstanding shares of Series B-2 Preferred Stock.

“Pro Rata Series B‑3 Redemption” means, with respect to any Series B-1 Redemption or Series B-2 Redemption, the redemption by the Corporation, pursuant to the provision of this Certificate of Designations, of the Pro Rata Fraction of the Stated Value of the outstanding shares of Series B-3 Preferred Stock.

“Qualifying Equity Sale” means the sale by the Corporation or any of its Subsidiaries of any Capital Stock of the Corporation or such Subsidiary, including the sale of such Capital Stock upon the cash exercise of any warrants issued by the Corporation; provided that “Qualifying Equity Sale” shall not include (i) sales of any Common Stock of the Corporation or derivatives thereof (such as options) to management, consultants or directors of the Corporation or any of its Subsidiaries pursuant to a stock incentive plan approved by the Board, (ii) sales of Capital Stock to the extent the proceeds thereof are used to maintain the Corporation’s solvency (as reasonably determined by the Board as of the date of issuance) or to avoid a default under any bona-fide credit agreement to which the Corporation or any of its Subsidiaries are subject (e.g., an equity cure) with any lender, (iii) issuances of Capital Stock of the Corporation to any Person as consideration for any bona-fide acquisition by the Corporation or any of its Subsidiaries approved by the Board (including any Board member nominated by Ares) and the primary purpose of which is not to obtain financing, (iv) issuance of Capital Stock pursuant to the Tranche 2 Equity Commitment Agreement, the Series A Exchange Agreement or the Rights Offering or (v) issuance of Common Stock upon exercise of outstanding options or warrants or conversion of convertible securities.

“Relevant Exchange” has the meaning set forth in the definition of the term “Trading Day”.

“Relevant Provision” means (i) with respect to any Series B-1 Redemption, the provision of the Second Amended Series B-1 Certificate of Designations pursuant to which such Series B-1 Redemption is being made, (ii) with respect to any Series B-2 Redemption, the provision of the Amended and Restated Series B-2 Certificate of Designations pursuant to which such Series B-2 Redemption is being made and (iii) with respect to any Series B-3 Redemption, the provision of this Certificate of Designations pursuant to which such Series B-3 Redemption is being made.

“Rights Offering” has the meaning set forth in the Rights Offering Agreement.

“Rights Offering Agreement” means that certain Rights Offering Agreement, dated as of October 29, 2019, by and among the Corporation and certain Affiliates of Ares and Oaktree, pursuant to which holders of Common Stock of the Corporation (other than Oaktree, Ares and certain other holders of Common Stock of the Corporation) will have the right to purchase shares of Series B-3 Preferred Stock and warrants to purchase Common Stock in accordance with the terms set forth therein.

“Senior Stock” means any class or series of Capital Stock of the Corporation hereafter authorized which expressly ranks senior to the Series B‑3 Preferred Stock and has preference or priority over the Series B‑3 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

“Series A Preferred Stock” means the Series A Preferred Stock of the Corporation.

“Series A Preferred Exchange Agreement” means that certain Preferred Stock Exchange Agreement, dated October 29, 2019, by and among the Corporation, Infrastructure and Energy Alternatives, LLC and certain Affiliates of Ares and Oaktree.

“Series B Preferred Stock” means, collectively the Series B‑1 Preferred Stock of the Company, the Series B-2 Preferred Stock of the Company and the Series B-3 Preferred Stock of the Company.

“Series B‑3 Closing Date” means the date of the closing of the original issuance of Series B‑3 Preferred Stock.

“Significant Disposition” means any direct or indirect sale, lease, license, exchange, mortgage, transfer or other disposition, in a single transaction or series of related transactions, of any assets or businesses of the Corporation and/or its Subsidiaries outside the ordinary course of business for which the Corporation and/or its Subsidiaries receives consideration having a value in excess of $5,000,000.

“Stated Value” means, as of a particular time with respect to a share of Series B‑3 Preferred Stock, an amount equal to the sum of (i) $1,000, as equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B‑3 Preferred Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction with respect to the Series B‑3 Preferred Stock after the date of issuance of such share of Series B‑3 Preferred Stock, plus (ii) the amount of accumulated but unpaid dividends compounded and accumulated on such share as a result of Series B‑3 Preferred Dividends pursuant to Section 4(a).

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Total Net Leverage Ratio” means, with respect to any Dividend Period, the “Total Net Leverage Ratio” (as defined under the Credit Agreement as in effect on the first Applicable Issue Date), calculated as of the date of the most recently provided Compliance Certificate (as defined in the Credit Agreement as in effect on the first Applicable Issue Date) as of the beginning of such Dividend Period.

“Trading Day” means a day (i) during which trading in the Common Stock generally occurs on The Nasdaq Stock Market or, if the Common Stock is not listed on The Nasdaq Stock Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading (the “Relevant Exchange”) and (ii) on which there has not occurred a Market Disruption Event. If the Common Stock is not so listed or traded, Trading Day means a Business Day.

“Tranche 1 Equity Commitment Agreement” means that certain Equity Commitment Agreement by and among the Corporation and the commitment parties party thereto dated as of August 13, 2019, as may be amended, restated, supplemented or otherwise modified from time to time.

“Tranche 2 Equity Commitment Agreement” means that certain Equity Commitment Agreement by and among the Corporation and the commitment parties party thereto dated as of 29, 2019, as may be amended, restated, supplemented or otherwise modified from time to time.

“VWAP” means for any security as of any Trading Day, the per share volume-weighted average price for such security as displayed under the heading “Bloomberg VWAP” on Bloomberg page Ticker <IEA> VWAP (or its equivalent successor if such page is not available) in respect of the period from 9:30:01 a.m. to 4:00:00 p.m., New York City time, on such Trading Day or, if no weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the principal market maker for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the VWAP cannot be calculated for a security on a particular date on any of the foregoing bases, the “VWAP” of such security on such date shall be the fair market value as mutually determined by the Corporation and holders of a majority of the issued and outstanding shares of Series B-3 Preferred Stock. All such determinations are to be equitably adjusted for any stock dividend (including any dividend of securities convertible into or

exchangeable for Series B-3 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction during the applicable calculation period.

“Warrants” means warrants to purchase shares of Common Stock, at an exercise price of $0.0001 per share, issued pursuant to either (i) that certain Equity Commitment Agreement by and among the Corporation and the commitment parties party thereto dated as of May 14, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time), (ii) the Tranche 1 Equity Commitment Agreement, (iii) the Tranche 2 Equity Commitment Agreement, (iv) the Series A Preferred Exchange Agreement, or (iv) the Rights Offering.

Section 4.Dividends.

(a)Accumulation and Payment of Dividends. No dividends shall be paid on any shares of Series B‑3 Preferred Stock unless as, if and when declared by the Board. Except as set forth below, commencing from and after the Applicable Issue Date, dividends will accumulate for each Dividend Period with respect to each share, or fraction of a share, of Series B‑3 Preferred Stock at the Accumulated Dividend Rate on the Stated Value per whole share (or fraction thereof with respect to fractional shares) and will increase the Stated Value of such share of Series B‑3 Preferred Stock on and effective as of the applicable Dividend Date without any further action by the Board (the “Series B‑3 Preferred Accumulated Dividend”); provided, that, to the extent not prohibited by applicable law, and only as, if and when declared by the Board, dividends will be declared and paid in cash with respect to each share, or fraction of a share, of Series B‑3 Preferred Stock at the Cash Dividend Rate on the Stated Value per whole share (or fraction thereof with respect to fractional shares) and will be payable in cash quarterly in arrears on the applicable Dividend Date (the “Series B‑3 Preferred Cash Dividend” and together with the Series B‑3 Preferred Accumulated Dividend, the “Series B‑3 Preferred Dividend”). Other than as permitted pursuant to Section 4(d), any Series B‑3 Preferred Cash Dividend shall be paid prior and in preference to dividends or distributions on shares of Common Stock and any shares of other Junior Stock, pari passu with and on a Pro Rata Dividend Basis with any shares of Series B‑1 Preferred Stock and Series B-2 Preferred Stock and pari passu with any shares of any other Parity Stock (to the extent such Parity Stock is such because it ranks on a par with the Series B‑3 Preferred Stock as to dividends). For the avoidance of doubt, (x) commencing on the Applicable Issue Date^, the applicable Series B‑3 Preferred Dividend shall accumulate daily on the basis of a 360-day year consisting of twelve 30-day periods on the Stated Value of each share of Series B‑3 Preferred Stock (as such Stated Value may be increased by any Series B‑3 Preferred Accumulated Dividends pursuant to this Section 4(a)) and (y) the amount of Series B‑3 Preferred Dividends accumulated on the Series B‑3 Preferred Stock for any period other than a full Dividend Period shall be computed on the basis of the actual number of days elapsed during the period over a 360-day year.

(b)Distribution of Partial Dividend Payments. For so long as any share of Series B‑3 Preferred Stock remains outstanding, if Series B‑3 Preferred Cash Dividends are not declared and paid in full upon the shares of Series B‑3 Preferred Stock and any Parity Stock with the same dividend payment date or with a dividend payment date which arises during the dividend period ending on a Dividend Date, all Series B‑3 Preferred Cash Dividends declared upon shares of Series B‑3 Preferred Stock and any such Parity Stock will be declared (x) on a Pro Rata Dividend Basis with any shares of Series B‑1 Preferred Stock and Series B-2 Preferred Stock, and (y) on a proportional basis with respect to any other Parity Stock, with the effect that the amount of dividends declared per share will be declared and paid among them in the same ratio as the amount of all accumulated but unpaid dividends as of the Dividend Date for the applicable dividend period per share of Series B‑3 Preferred Stock is to the amount of all accumulated accrued and unpaid dividends as of the end of the applicable dividend period per share of any such other Parity Stock.

(c)Dividends After Redemption. Notwithstanding anything to the contrary in this Section 4, no share of Series B‑3 Preferred Stock shall accrue any dividends after the date on which (i) such share has been redeemed or purchased by the Corporation in accordance with the terms hereof or (ii) the Corporation has validly sought to redeem or purchase such share in accordance with Section 7 but has been unable to do so because of the failure of the holder thereof to return the certificate representing such share, so long as the Corporation has set aside funds for such redemption or payment in accordance with Section 7(f). For each share of Series B‑3 Preferred Stock, the date that is the earliest of the dates specified in clauses (i) and (ii) of this Section 4(c) is referred to herein as such share’s “Dividend Cessation Date.”

(d)Restrictions. Until the Dividend Cessation Date of all shares of Series B‑3 Preferred Stock, neither the Corporation nor any of its Subsidiaries shall declare, pay or set aside any dividends on shares of any other class or series of Capital Stock of the Corporation or any of its Subsidiaries, other than (i) dividends payable on (A) Senior Stock, (B) Series B‑1 Preferred Stock in compliance herewith and with the Second Amended Series B‑1 Certificate of Designations and Series B‑2 Preferred Stock in compliance herewith and with the Amended and Restated Series B‑2 Certificate of Designations, (C) other Parity Stock in compliance, to the extent applicable, with the provisions of Section 4(a) and Section 4(b) and (D) Junior Stock payable solely in the form of additional shares of Junior Stock and (ii) dividends or distributions by a Subsidiary; provided that the Corporation may pay cash dividends on the Series A Preferred Stock (“Class A Cash Dividends”) if the terms of the Second Amended Series B‑1

Certificate of Designations and the Amended and Restated Series B-2 Certificate of Designations do not otherwise prohibit the payment of Class A Cash Dividends and either (x) no Series B‑3 Preferred Accumulated Dividends have accumulated on any shares of Series B‑3 Preferred Stock prior to or on the date such dividend is paid on the Series A Preferred Stock or (y) as of the date such dividend is paid on the Series A Preferred Stock, the Corporation has redeemed, in accordance with Section 7, shares of Series B‑3 Preferred Stock having a Stated Value that has been increased as a result of all Series B‑3 Preferred Accumulated Dividends that have accumulated since the Applicable Issue Date in respect of shares of Series B‑3 Preferred Stock outstanding as of such date and the Corporation has paid a Series B‑3 Preferred Cash Dividend for such Dividend Period with respect to any shares of Series B‑3 Preferred Stock that remain outstanding. Until the Dividend Cessation Date of all Series B‑3 Preferred Stock, neither the Corporation nor any of its Subsidiaries shall redeem, purchase or otherwise acquire directly or indirectly any (x) Junior Stock, other than repurchases of Common Stock of departing directors and officers of the Corporation and other than as set forth in the Series A Preferred Exchange Agreement or (y) Parity Stock, other than in compliance, to the extent applicable, with the provisions of Section 7(d), and other than Series B‑1 Preferred Stock redeemed in compliance with the Second Amended Series B‑1 Certificate of Designations and this Certificate of Designations and Series B‑2 Preferred Stock redeemed in compliance with the Amended and Restated Series B‑2 Certificate of Designations and this Certificate of Designations.

(e)Tax Treatment of Series B‑3 Preferred Accumulated Dividend. The Corporation shall not report any accumulation of a Series B‑3 Preferred Accumulated Dividend pursuant to Section 4(a) as a distribution or dividend for U.S. federal income tax purposes as long as there is “substantial authority” for this treatment as defined in Treasury Regulations Section 1.6662-4(d)(2).

(f)Record Date. The Board may fix a record date for the determination of holders of shares of the Series B‑3 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than 60 days and no less than ten days prior to the date fixed for the payment thereof.

(g)Credit Agreement. The Corporation shall not amend the Credit Agreement so as to further restrict the payment of cash dividends on the Series B-3 Preferred Stock or incur any new agreement with respect to indebtedness further restricting the payment of cash dividends on the Series B-3 Preferred Stock beyond those contained in the Credit Agreement without the consent of a majority of the Independent Directors.

(h)Books and Records. The Corporation shall record and retain books and records in respect of the holders of the Series B-3 Preferred Stock and to appropriately track the Applicable Issue Date of issued shares of Series B-3 Preferred Stock.

Section 5.Liquidation Event.

(a)Distributions. Subject to the rights of the holders of any Senior Stock or Parity Stock in connection therewith, upon any Liquidation Event, each holder of Series B‑3 Preferred Stock shall be entitled to be paid, out of the assets of the Corporation legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock in connection with such Liquidation Event, an amount per share of Series B‑3 Preferred Stock held by such holder equal to the sum of (i) the Stated Value plus (ii) all accumulated and unpaid dividends, if any, with respect to such share calculated through the day prior to such payment. Other than as expressly set forth in the immediately foregoing sentence, upon receipt of the aggregate amount owed to such holder upon a Liquidation Event (as determined in accordance with the immediately foregoing sentence), no holder of Series B‑3 Preferred Stock, in its capacity as such, shall be entitled to any further payments upon the occurrence of any Liquidation Event. All shares of Series B‑3 Preferred Stock which have received the full amount to which they are entitled under this Certificate of Designations upon the occurrence of a Liquidation Event or for which the full amount to which they are entitled has been made available by the Corporation in accordance with Section 7(f) shall, automatically and without further action on the part of the Corporation or any holder thereof, be cancelled effective upon receipt or the making available by the Corporation of such amount in accordance with Section 7(f); provided that such cancellation shall not impair the right of a holder of such shares of Series B‑3 Preferred Stock to subsequently receive the amount that has been made available.

(b)Partial Distributions. If, upon any such Liquidation Event, the assets of the Corporation to be distributed in respect of the Series B‑3 Preferred Stock and any Parity Stock are insufficient to permit payment in respect thereof of the aggregate amount to which they are entitled under this Certificate of Designations upon such Liquidation Event, then the entire assets available to be distributed to the holders of Series B‑3 Preferred Stock and the Parity Stock shall be distributed pro rata among such holders of Series B‑3 Preferred Stock and Parity Stock based upon the aggregate amounts to which they would otherwise be entitled upon such Liquidation Event with respect to such Series B‑3 Preferred Stock or Parity Stock, as applicable.

(c)Notice of Liquidation Event. The Corporation shall provide written notice to Ares and each holder of Series B‑3 Preferred Stock at least 10 days prior to the consummation of a Liquidation Event.

Section 6.Voting Rights.

(a)Voting Rights Generally. Other than any voting rights provided by applicable law or as expressly provided by this Certificate of Designations, the holders of the Series B‑3 Preferred Stock (in their capacities as such) shall not have voting rights of shareholders under this Certificate of Designations, the Certificate of Incorporation, the Bylaws and the Securities Act of 1933, as amended, on account of the shares of Series B‑3 Preferred Stock from time to time held by such holders.

(b)Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B‑3 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of Ares:

(i)create, or authorize the creation of, or issue or obligate itself to issue any shares of, (A) Senior Stock, (B) other than pursuant to the Series A Exchange Agreement or the Rights Offering, Parity Stock (including any Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B-3 Preferred Stock), (C) any Capital Stock that votes as a single class with the Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B-3 Preferred Stock on any of the matters which require the consent of the holders of a majority of the Series B‑3 Preferred Stock pursuant to this Section 6, or (D) any Capital Stock of a Subsidiary of the Corporation, other than issuances by a wholly owned Subsidiary of the Corporation to the Corporation;

(ii)reclassify, alter or amend any Capital Stock of the Corporation or its Subsidiaries if such reclassification, alteration or amendment would render such other Capital Stock senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B-3 Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends;

(iii)enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with any other Person pursuant to which the Corporation or such Subsidiary would not be the surviving entity in such transaction, if as a result of such transaction, any capital stock or equity or equity-linked securities of such Person would rank senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B-3 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the surviving entity or such Subsidiary;

(iv)assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of, any indebtedness for borrowed money (specifically excluding letters of credit, performance or payment bonds, and capitalized lease obligations) if, after taking into account such assumption, incurrence or guarantee of such indebtedness for borrowed money, the aggregate outstanding amount of such indebtedness for borrowed money of the Corporation and its Subsidiaries would exceed $5,000,000 on a consolidated basis, other than any indebtedness for borrowed money under the Credit Agreement (or any refinancing thereof) in a principal amount not to exceed the Debt Limit;

(v)authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B-3 Preferred Stock will be redeemed, paid or purchased in full at the price specified in this Certificate of Designations, the Amended and Restated Series B-2 Certificate of Designations or the Second Amended Series B‑1 Certificate of Designations, as applicable;

(vi)alter, amend, supplement, restate, waive or otherwise modify any provision of this Certificate of Designations or any other governing document of the Corporation (including the Certificate of Incorporation, Bylaws and any other Certificate of Designations) in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of the Series B‑3 Preferred Stock; provided that any amendments that are either (i) adversely disproportionate to holders of the Series B‑3 Preferred Stock as compared to other holders of the Series B‑3 Preferred Stock or holders of Series B‑1 Preferred Stock or holders of Series B-2 Preferred Stock or (ii) adversely affect the definition of Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii) shall require the prior written approval of each adversely affected holder of Series B‑3 Preferred Stock;

(vii)alter, amend, supplement, restate, waive or otherwise modify or enter into any governing document of the Corporation or any other document to which the Corporation is or will be party or by which it or any of its property is or will be bound in a manner that is reasonably expected to be adverse to the rights of the holders of the Series B‑1 Preferred Stock or the holders of the Series B‑2 Preferred Stock to appoint a Series B Director as set forth in Section 14;

(A) making a Series B‑3 Preferred Cash Dividend or redeeming, repurchasing or otherwise retiring Series B‑3 Preferred Stock, (B) making cash dividend payments on Series B‑1 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑1 Preferred Stock, in accordance with the Second Amended Series B‑1 Certificate of Designations, and (C) making cash dividend payments on Series B‑2 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑2 Preferred Stock, in accordance with the Amended and Restated Series B‑2 Certificate of Designations, provided that, in the case of each of clauses (A), (B) and (C), (x) any dividends paid in respect of each share of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B-3 Preferred Stock shall be made on a Pro Rata Dividend Basis and (y) any redemptions, repurchases or other retirements of shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B-3 Preferred Stock shall comply with Section 7(h);

(ix)enter into any amendment to the Credit Agreement (including an amendment and restatement or refinancing) that materially and adversely affects the ability of the Corporation to make cash dividend payments, liquidation payments or redemption payments compared to the Credit Agreement in effect on the Closing Date;

(x)increase the size of the Board;

(xi)conduct any business or enter into or conduct any transaction or series of transactions with, or for the benefit of, any Affiliate of the Corporation (other than transactions with or among wholly-owned Subsidiaries of the Corporation) other than (A) compensation of members of the Board and officers, in their capacity as such, as approved by the Board, (B) payments of dividends on and redemption or repurchase of Series A Preferred Stock or Series B Preferred Stock, (C) actions taken pursuant to any agreement with an Affiliate in effect as of the Applicable Issue Date or (D) transactions with portfolio companies of Affiliates of the Corporation, including portfolio companies or Subsidiaries of any parent company of any Affiliate (including, with respect to Oaktree, Brookfield Asset Management, Inc.), in the ordinary course of business on arms-length terms; or

(xii)enter into any transaction, contract, agreement or series of related transactions, contracts or agreements with respect to the provision of services to customers involving aggregate consideration in excess of $175,000,000 in the case of the Issuer’s operations involved in the provision of rail infrastructure services or in case of other operations, in excess of $125,000,000.

(c)SAIIA Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B 3 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries (other than SAIIA Holdings, LLC (“SAIIA”) and Subsidiaries of SAIIA as of the date hereof) not to, directly or indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of Ares:

(i)enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with SAIIA or any of its Subsidiaries;

(ii)assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of, any Indebtedness (as defined in the Credit Agreement as in effect on the Closing Date) or other obligations or liabilities of (including the assumption of any joint and several liabilities), by, or for the benefit of SAIIA or any of its Subsidiaries, other than Permitted Investments;

(iii)create, incur, assume or permit to exist any lien upon or with respect to any property or assets (whether now owned or hereafter acquired) for the benefit of SAIIA or any of its Subsidiaries or securing any obligations of SAIIA or any of its Subsidiaries, other than Permitted Investments;

(iv)consummate any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions), including any disposition by means of a merger, consolidation or similar transaction, of any shares of Capital Stock of a Subsidiary or any other assets of the Corporation or any Subsidiary to SAIIA or any of its Subsidiaries, other than Permitted Investments; or

(v)make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, SAIIA or any of its Subsidiaries (collectively, the “Investments”), except (x) in connection with intercompany services in the ordinary course of business and consistent with past practice as of the date of this Certificate of Designations, including services in connection with payroll, cash management, cash pooling, tax management and working capital management, (y) Investments and any other transaction described in Sections Section 6(c)(ii), (iii) or (iv) that in the aggregate do not to exceed in any fiscal year, $10,000,000 plus the actual cash dividends or other distributions in respect of capital stock received by the Corporation and its Subsidiaries (other than SAIIA and its Subsidiaries) from SAIAA and its Subsidiaries and (z) joint and several obligations of SAIIA and its Subsidiaries with the Corporation and its Subsidiaries with respect to (A) the Credit Agreement (including any refinancing thereof in compliance with

Section 6(b)(iv)) and (B) surety bonds, in each case other than in connection with indebtedness, letters or credit, or surety bonds incurred for the benefit of SAIIA and its Subsidiaries subsequent to the date of this Agreement (collectively, “Permitted Investments”).

(d)Ares shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the holders of Series B Preferred Stock whatsoever with respect to its actions, decisions and determinations pursuant to Section 6(b) and 6(c).

(e)“As If Converted” Voting. From and after such time as the Conversion Conditions are satisfied, on each matter submitted to a vote of the stockholders of the Corporation other than the election of directors, the shares of Series B Preferred Stock shall vote with the Common Stock as a single class. Each share of Series B-3 Preferred Stock shall have a number of votes equal to the number of shares of Common Stock that such share of Series B-3 Preferred Stock would have been converted into pursuant to Section 12(c) hereof as of the record date for the applicable vote of stockholders (without giving effect to the Conversion Floor (as hereinafter defined)), with such record date being deemed for purposes of this Section 6(e) to be the Conversion Date under Section 12(c); provided, that, for so long as the Company is subject to the NASDAQ Marketplace Rules, for purposes of any shareholder approvals required pursuant to Nasdaq Marketplace Rule 5635(a), (b), (c) and (d) as in effect on the date hereof, each share of Series B-3 Preferred Stock shall have a number of votes determined by dividing (i) the Stated Value plus, without duplication, accrued and unpaid dividends as of the record date for the applicable vote of stockholders by (ii) the greater of (a) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the record date for the applicable vote of stockholders and (b) $2.83 (equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B-3 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction).

Section 7.Redemption Rights.

(a)Redemption Events.

(i)The Corporation may, at any time and from time to time, redeem all or any portion of the shares of Series B‑3 Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any such redemption shall be on a pro rata basis among the holders of Series B‑3 Preferred Stock in accordance with the number of shares of Series B‑3 Preferred Stock then held by such holders.

(ii)On February 15, 2025 (the “Mandatory Redemption Date”), the Corporation shall redeem all shares of Series B‑3 Preferred Stock then outstanding at the Mandatory Redemption Price per share. There shall be no premium or penalty payable in connection with any such mandatory redemption.

(iii)Concurrently with and as a condition to the consummation of a Change of Control, subject to the prior repayment in full of the obligations under the Credit Agreement as required pursuant to the terms thereof, the Corporation shall repurchase all Series B‑3 Preferred Stock then outstanding at the Optional Redemption Price per share.

(iv)In the event of a Qualifying Equity Sale, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Qualifying Equity Sale), use all of the Net Cash Proceeds from such Qualifying Equity Sale to redeem the maximum number of shares of Series B‑3 Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the Optional Redemption Price per share; provided that any such redemption shall be on a pro rata basis among the holders of Series B‑3 Preferred Stock in accordance with the number of shares of Series B‑3 Preferred Stock then held by such holders; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (iv) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions).

to effect any redemption pursuant to this clause (v) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions).

For the avoidance of doubt, all redemptions under this Section 7(a) shall be subject to compliance with Section 7(h).

(b)Redemption Price. The “Optional Redemption Price” shall be a price per share of Series B‑3 Preferred Stock in cash equal to the greater of (i) the Stated Value thereof plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption and (ii) $1,500, plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption, minus the amount of any Series B‑3 Preferred Cash Dividends actually paid on such share of Series B‑3 Preferred Stock since the Applicable Issue Date.

The “Mandatory Redemption Price” shall be a price per share of Series B‑3 Preferred Stock in cash equal to the Stated Value thereof plus all accumulated and unpaid dividends thereon calculated through the day prior to such redemption.

To the fullest extent permitted by law, if the Corporation pays or makes available in accordance with Section 7(f) to the holder of a share of Series B‑3 Preferred Stock the Optional Redemption Price or Mandatory Redemption Price, as applicable, in respect of such share of Series B‑3 Preferred Stock when and as required, such share of Series B‑3 Preferred Stock shall be cancelled notwithstanding failure of the holder thereof to return the certificate representing such share; provided that such cancellation shall not impair the right of the holder of such share to subsequently receive the amount that has been made available.

(c)Notice of Redemption. Except as otherwise provided herein, the Corporation shall provide written notice (a “Redemption Notice”) to each record holder of Series B‑3 Preferred Stock of any redemption not more than 60 nor less than 10 days prior to the date on which such redemption is to be made. Such notice shall set forth in reasonable detail the date on which such redemption is to be made (the “Redemption Date”) and a calculation specifying the amount owed to such holder by the Corporation in respect of each share of Series B‑3 Preferred Stock held by such holder as of the Redemption Date. To the extent that any redemption is being made in connection with the occurrence of one or more events, the Corporation may make the redemption contingent upon consummation of such event.

(d)Redemptions of Less than All Shares. If the Corporation is redeeming less than all of the shares of Series B‑3 Preferred Stock then outstanding, except as otherwise expressly set forth in Section 7(h), the Corporation shall redeem such number of shares of Series B‑3 Preferred Stock and each class or series of Parity Stock required to be redeemed, if any, such that the amount payable to each holder of Series B‑3 Preferred Stock and Parity Stock in respect of such shares of Series B‑3 Preferred Stock and/or Parity Stock, as the case may be, upon a Liquidation Event immediately after consummation of such redemption bears, as nearly as practicable, the same proportion to the total amount payable to holders of Series B‑3 Preferred Stock and Parity Stock upon a Liquidation Event in respect of such shares immediately prior to consummation of such redemption. In the event that, for any holder of Series B‑3 Preferred Stock, fewer than the total number of shares of Series B-3 Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares of Series B‑3 Preferred Stock shall be issued to the holder thereof without cost to such holder within five Business Days after surrender of the certificate representing the redeemed shares of Series B‑3 Preferred Stock.

(e)Other Redemptions or Acquisitions. Nothing herein shall be deemed to limit the right of the Corporation to purchase such Series B‑3 Preferred Stock from time to time.

(f)Effectiveness of Redemption. If a Redemption Notice has been duly given and if, on or before the Redemption Date specified in the Redemption Notice, all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust or escrow for the pro rata benefit of the holders of shares of Series B‑3 Preferred Stock called for redemption, so as to be and continue to be available therefor (subject to applicable escheat laws), or deposited by the Corporation with a bank or trust company in trust or escrow for the pro rata benefit of the holders of the shares of Series B‑3 Preferred Stock called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the Redemption Date, all shares of Series B‑3 Preferred Stock so called for redemption shall be cancelled and shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such Redemption Date, and all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate without further liability to, or obligation of, the Corporation, except only the right of the holders thereof to receive the Optional Redemption Price or Mandatory Redemption Price, as applicable, without interest.

(g)Tax Treatment of Redemption.

(i)The Corporation and the applicable holder of any shares of Series B‑3 Preferred Stock being redeemed pursuant to this Section 7 shall use commercially reasonable efforts to structure any redemption of Series B‑3 Preferred Stock as a distribution received in full payment in exchange of such Series B‑3 Preferred Stock under Section 302(a) of the Code.

(ii)The Corporation shall not declare any accumulated but unpaid dividends on the Series B‑3 Preferred Stock in connection with any redemption of shares of the Series B‑3 Preferred Stock pursuant to this Section 7.

(iii)The Corporation shall report the redemption of any shares of Series B‑3 Preferred Stock as a sale or exchange and not as a dividend for U.S. federal income tax purposes as long as there is “substantial authority” for this reporting as defined in Treasury Regulations Section 1.6662-4(d)(2).

(h)Pro Rata Series B‑1 Redemptions, Pro Rata Series B-2 Redemptions and Pro Rata Series B-3 Redemptions. Notwithstanding anything to the contrary in this Certificate of Designations, in the Second Amended Series B‑1 Certificate of Designations or in the Amended and Restated Series B-2 Certificate of Designations, except for redemptions made pursuant to this Section 7(h) or the corresponding provisions of the Second Amended Series B-1 Certificate of Designations or the Amended and Restated Series B-2 Certificate of Designations, (i) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑3 Preferred Stock (each, a “Series B‑3 Redemption”) on a Pro Rata Series B‑2 Redemption basis and on a Pro Rata Series B‑1 Redemption basis, completed substantially concurrently with the Series B‑2 Redemption and Series B-1 Redemption (ii) the Corporation shall effect all redemptions, repurchases or other retirements of Series B-1 Preferred Stock (each, a “Series B-1 Redemption”) on a Pro Rata Series B‑2 Redemption basis and on a Pro Rata Series B‑3 Redemption basis, completed substantially concurrently with the Series B-2 Redemption and Series B-3 Redemption and (iii) the Corporation shall effect all redemptions, repurchases or other retirements of Series B-2 Preferred Stock (each, a “Series B-2 Redemption”) on a Pro Rata Series B-1 Redemption basis and on a Pro Rata Series B-3 Redemption basis, completed substantially concurrently with Series B-1 Redemption and Series B-3 Redemption. For the avoidance of doubt, any redemptions pursuant to this Section 7(h) shall be made in the same proportions of the outstanding “Stated Value” (as defined in the Second Amended Series B-1 Certificate of Designation) of Series B-1 Preferred Stock, the outstanding “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of Series B-2 Preferred Stock and the outstanding Stated Value of Series B-3 Preferred Stock in accordance herewith.

Section 8.Mandatory Redemption Failure. If the Corporation has not redeemed all shares of Series B-3 Preferred Stock then outstanding in accordance with Section 7 of this Certificate of Designations within sixty (60) days following the Mandatory Redemption Date, then during the period from the sixtieth (60) day following the Mandatory Redemption Date until the date upon which all shares of Series B-3 Preferred Stock then outstanding are redeemed in full in accordance with Section 7 of this Certificate of Designations, the following provisions shall apply:

(a)to the fullest extent permitted by applicable law, the Board shall owe a fiduciary duty to all holders of Series B Preferred Stock and accordingly, shall owe the same fiduciary duties to holders of Series B Preferred Stock and the holders of the Common Stock as if the Series B Preferred Stock and the Common Stock comprise a single class of common stock of the Corporation;

(b)the size of the Board shall be increased such that holders of Series B Preferred Stock shall, so long as any shares of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock remain outstanding, at all times have the right to designate and appoint (and the corresponding right to remove and fill vacancies respecting) a majority of the members of the Board (including any committees thereof) acting by a vote of a majority of shares of the Series B-l Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock voting together as a class; provided that, for so long as the Company is subject to the NASDAQ Marketplace Rules, the holders of Series B Preferred Stock shall only have such rights if on an as-converted basis calculated in accordance with Section 12(c) of the Series B Certificates (without giving effect to the Conversion Floor), the holders of Series B Preferred Stock and their Affiliates “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) greater than 50% of the voting power of the Common Stock and the Series B Preferred Stock voting as a single class; and

(c)the Accumulated Dividend Rate and the Cash Dividend Rate shall each be increased to a rate of 25% per annum on the Series B-3 Preferred Stock until the redemption in full of all of the Series B-3 Preferred Stock in accordance with the terms of this Certificate of Designations, and the corresponding definitions of “Accumulated Dividend Rate” and the “Cash Dividend Rate” of the Second Amended Series B-1 Certificate of Designations and the Amended and Restated Series B-2 Certificate of Designations shall each be increased to a rate of 25% per annum on the Series B-1 Preferred Stock and the Series B-2 Preferred Stock until the redemption in full of all of the Series B-1 Preferred Stock and Series B-2 Preferred Stock in accordance with the

terms of Second Amended Series B-1 Certificate of Designations and the Amended and Restated Series B-2 Certificate of Designations, respectively.

Section 9.Status of Redeemed or Otherwise Reacquired Shares. Shares of Series B‑3 Preferred Stock redeemed, converted or otherwise purchased or acquired by the Corporation, in accordance with this Certificate of Designations, shall be canceled and retired and shall not be reissued, sold or transferred, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to retire such shares and reduce the authorized number of shares of Series B‑3 Preferred Stock accordingly.

Section 10.Preemptive Rights. Holders of Series B‑3 Preferred Stock, in their capacities as such, shall not have any preemptive rights.

Section 11.Transfers. Notwithstanding anything to the contrary in this Certificate of Designations, a holder of Series B‑3 Preferred Stock may transfer all or any portion of shares of such Series B‑3 Preferred Stock to any Person who is not, at the time of such transfer, a Competitor. For the avoidance of doubt, the restrictions, conditions, and obligations contained in this Certificate of Designations to which such holder of Series B‑3 Preferred Stock is subject shall continue to be applicable to and binding upon the transferee(s) of such Series B‑3 Preferred Stock and the transferee(s) of such Series B‑3 Preferred Stock shall have agreed in writing to be bound by the provisions of this Certificate of Designations.

Section 12.Conversion.

(a)Conditions to Convertibility. The right of holders of Series B Preferred Stock to convert shares of Series B Preferred Stock into Common Stock as provided in Section 12(b) and the obligation of the Corporation to issue any shares of Common Stock upon conversion of any shares of Series B Preferred Stock, shall be subject to the satisfaction of the following conditions (the “Conversion Conditions”): Both (x) the holders of the Corporation’s capital stock entitled to vote on such matters shall have approved the issuance of the Common Stock upon conversion of the Series B Preferred Stock in compliance with Nasdaq Marketplace Rule 5635, and (y) at least sixty days shall have elapsed following the Mandatory Redemption Date.

(b)Conversion. Following the satisfaction of the Conversion Conditions, the holders of a majority of the outstanding Series B Preferred Stock may elect, by written notice to the Corporation to cause the Corporation to convert on the date specified in such notice (the “Conversion Date”), without the payment of additional consideration by any holder of Series B Preferred Stock, all or any portion of the issued and outstanding shares of Series B Preferred Stock into a number of shares of Common Stock determined in accordance with Section 12(c) on the terms described below and in the corresponding sections of the Second Amended Series B-1 Certificate of Designations and the Amended and Restated Series B-2 Certificate of Designations. Notwithstanding any other provision hereof, if a conversion of Series B Preferred Stock pursuant to this Section 12(b) is to be made in connection with a transaction involving the Corporation, the conversion of the Series B Preferred Stock may, at the election of the holders of a majority of the outstanding Series B Preferred Stock, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. Each holder of Series B Preferred Stock shall do each of the following in order to receive shares of Common Stock issuable upon conversion of such holder’s shares of Series B Preferred Stock (the “Surrender Requirements”): (i) complete the conversion notice provided by the Conversion Agent, and deliver an executed copy of such notice to the Conversion Agent; (ii) deliver a certificate or certificates representing the shares of Series B Preferred Stock to be converted to the Conversion Agent, or, if such certificates have been lost, mutilated or destroyed, an affidavit of loss; (iii) if reasonably required by the Conversion Agent, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any stock transfer, documentary, stamp or similar taxes. The Conversion Agent shall, on behalf of all holders of Series B Preferred Stock, convert the Series B Preferred Stock into shares of Common Stock in accordance with this Certificate of Designations. On the Conversion Date, the shares of Series B Preferred Stock so converted will be canceled and will cease to be issued and outstanding (and all rights of the holder of such Series B Preferred Stock (in its capacity as such and only with respect to the shares of Series B Preferred Stock so converted) shall terminate without further liability to, or obligation of, the Corporation effective as of the Conversion Date) and the Common Stock issued upon such conversion in respect thereof shall be issued and outstanding (and no holder of shares of Series B Preferred Stock to be converted shall have any rights prior to the Conversion Date in respect of such Common Stock issued upon conversion). Notwithstanding the foregoing, any conversion of Series B Preferred Stock pursuant to this Section 12 and the corresponding Section 12 shall be on a pro rata basis with all shares of Series B Preferred Stock in proportion to the Stated Value of all Series B Preferred Stock and on a pro rata basis among the holders of Series B Preferred Stock in accordance with the number of shares of Series B Preferred Stock then held by such holders.

Conversion Date for the share(s) of Series B Preferred Stock to be converted by (ii) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the Conversion Date; provided, that, for so long as the Company is subject to the NASDAQ Marketplace Rules, clause (ii) shall equal the greater of (a) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the Conversion Date and (b) $0.28 (equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B-3 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction) (such amount in this clause (b) as so adjusted, the “Conversion Floor”).

(d)Obligations of Corporation on Conversion. As promptly as practicable (but in any event within three (3) Business Days) after a conversion has been effected, the Corporation shall, or shall cause the Conversion Agent to, mail to the converting holder:

(i)a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified or, upon the request of the converting holder, evidence of the issuance of such shares in book-entry form; and

(ii)a certificate representing any shares of Series B Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(e)Reservation of Common Stock. The Corporation shall at all times after the satisfaction of clause (x) of the Conversion Conditions reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Series B Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding shares of Series B Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Series B Preferred Stock, including engaging in best efforts to obtain the requisite stockholder consent of any necessary amendment to the Certificate of Incorporation. If, at any time after written notice electing to convert shares of Series B Preferred Stock has been provided in accordance with Section 12(b), there are an insufficient number of shares of Common Stock reserved in accordance with the foregoing provisions of this Section 12(e) to effect such conversion, then, in connection with any Redemption Sale, the shares of Series B Preferred Stock so elected to be converted shall be deemed to have been converted and each holder thereof shall be entitled to receive in the Redemption Sale, the full amount it would have received if such shares of Series B Preferred Stock were actually converted.

(f)Taxes and Governmental Matters.

(i)The issuance of certificates for shares of Common Stock pursuant to this Section 12 shall be made without charge to the holders of such Series B Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock; provided that the Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series B Preferred Stock, Common Stock or other securities in a name other than that in which the shares of Series B Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery, or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the Corporation’s satisfaction, that such tax has been paid or is not payable.

(ii)The Corporation and the holders of the Series B Preferred Stock shall treat any conversion of the Series B Preferred Stock into Common Stock as a transaction described in Section 368(a)(1)(E) of the Code and the Treasury regulations promulgated thereunder, unless otherwise required pursuant to a change in applicable law occurring after the date hereof.

(iii)The Corporation shall not declare any accumulated but unpaid dividends on the Series B Preferred Stock in connection with any conversion of shares of the Series B Preferred Stock pursuant to this Section 12.

(g)Other Obligations of the Corporation in Respect of Conversions. Upon any conversion of any share of Series B Preferred Stock, the Corporation shall take all such actions as are necessary in order to assure that the Common Stock issuable upon such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. The Corporation shall use reasonable best efforts to assist the holder of Series B Preferred Stock to ensure that shares of Common Stock issuable upon conversion may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common

Stock may be listed (except for official notice of issuance which shall be delivered as promptly as practicable by the Corporation upon each such issuance).

(h)Fractional Shares. The Corporation may not issue fractional interests in shares of Common Stock and, instead, shall pay to the holder in cash the then-current market value of any fraction of a share as promptly as practicable (and in any event no later than the date on which the certificate or certificates representing the Common Stock are issued) following the relevant Conversion Date.

(i)Record Holder of Underlying Securities as of Conversion Date. The Person or Persons entitled to receive the Common Stock issuable and/or cash payable upon conversion of Series B Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on such Conversion Date. In the event that a holder of Series B Preferred Stock shall not by written notice designate the name in which shares of Common Stock to be issued (and/or cash payments in lieu of fractional shares to be paid) upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the holder shown on the records of the Corporation in any manner the Corporation in good faith deems reasonable.

Section 13.Special Approval re: Debtor Relief Laws. From February 15, 2024 until such time as there are no longer any shares of Series B-3 Preferred Stock outstanding, the Corporation shall not, without the consent of a majority of the Independent Directors, (a) institute or consent to the institution of any proceeding with respect to the Corporation under any Debtor Relief Law; (b) make a general assignment for the benefit of creditors with respect to the Corporation; or (c) apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, ad hoc manager or similar officer for the Corporation or for all or any material part of the Corporation’s property.

Section 14.Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any Series B‑3 Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor, its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such Capital Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Dividends shall accrue on any Series B‑3 Preferred Stock represented by such new certificate from the date with respect to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 15.Tax Matters.

(a)Withholding. All payments and distributions (or deemed payments and distributions) on the shares of Series B‑3 Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by holders. The Corporation shall use commercially reasonable efforts to avoid or minimize any direct or indirect withholding taxes that may become due in connection with any payment or distribution (or deemed payment or distribution) on the Series B‑3 Preferred Stock; provided that such cooperation does not cause material detriment to the Corporation or any of its Subsidiaries. The Corporation shall not withhold any U.S. federal income taxes with respect to a holder if such holder provides a properly completed and executed Internal Revenue Service Form W-9, unless otherwise required pursuant to a change in applicable law occurring after the date hereof. Any payments by the Corporation in respect of the Series B‑3 Preferred Stock shall be made out of funds legally available for payment thereof and shall only be made to the extent that the payment thereof would not cause the Corporation to be rendered insolvent or to violate any law to which the Corporation is subject.

(b)Calculation of Redemption Premium. Notwithstanding Sections 7(a) and 7(b), for purposes of determining “redemption premium” under Treasury Regulations Section 1.305-5(b), the redemption price of the Series B‑3 Preferred Stock shall be $1,000.

applicable, in any tax return or any tax audit, then the Corporation shall promptly notify Ares or IEA LLC, as applicable, in writing of such disagreement and cooperate, and direct its Affiliates and representatives to cooperate, in good faith with Ares or IEA LLC, as applicable, to give effect to such approved position to the greatest extent possible.

(d)The Corporation agrees that the Series B‑3 Preferred Stock is not “fast pay stock” as defined in Treasury Regulations Section 1.7701(l)-3(b) and shall not take any position inconsistent with such treatment.

Section 16.Record Holders. To the fullest extent permitted by applicable law, the Corporation may deem and treat the record holder of any share of the Series B‑3 Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 17.Notices.

(a)To Holders. All public announcements, notices or communications to the holders of, or otherwise in respect of, the Series B‑3 Preferred Stock shall be given or delivered for purposes of this Certificate of Designations if given in writing and delivered in person or by first class mail, postage prepaid. All notices or communications shall also be given or delivered for purposes of this Certificate of Designations if given or delivered in such manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law or regulation. Furthermore, if the Series B‑3 Preferred Stock is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given or delivered to the holders of the Series B‑3 Preferred Stock in any manner permitted by such facility and such notices will be deemed given and delivered in compliance with this Certificate of Designations.

(b)To the Corporation. All notices or communications to the Corporation shall be deemed given and delivered to the Corporation if given in writing and delivered in person or by first class mail, postage prepaid to the Corporation’s principal place of business.

Section 18.Other Rights. The shares of Series B‑3 Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as expressly set forth herein, in the Certificate of Incorporation or as provided by applicable law and regulation.

Section 19.Remedies. The remedies available to the holders of Series B‑3 Preferred Stock under this Certificate of Designations shall be in addition to any other remedy to which such holders are entitled at law or in equity, and the election to pursue any such remedy shall not restrict, impair or otherwise limit the holders of Series B‑3 Preferred Stock from seeking to pursue any other remedy to which it is entitled under this Certificate of Designations, at law or in equity. Payment of the Optional Redemption Price or Mandatory Redemption, as applicable, in respect of a share of Series B‑3 Preferred Stock shall be in full satisfaction of any claim or remedy of a holder thereof in respect of such share of Series B‑3 Preferred Stock.

Section 20.Tax Treatment of Series B‑3 Preferred Stock. The Corporation and the holders shall treat the Series B‑3 Preferred Stock as equity for all applicable U.S. federal income, state and local income tax purposes, unless otherwise required by a change in applicable law occurring after the date hereof. For so long as any holder holds Series B‑3 Preferred Stock, such holder shall be a United States person for U.S. federal tax purposes that is eligible to, and that does, deliver a properly completed and executed Internal Revenue Service Form W-9 to the Corporation or any applicable withholding agent thereof. Notwithstanding anything to the contrary herein, no holder shall be entitled to transfer any Series B‑3 Preferred Stock to any person that is not a United States person for U.S. federal tax purposes, and any such transfer shall be void ab initio.

Section 21.Non-Circumvention. The Corporation shall not seek to avoid the observance or performance of any of the terms of this Certificate of Designations or the Second Amended Series B‑1 Certificate of Designations or the Amended and Restated Series B-2 Certificate of Designations, including, without limitation, by amending its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities.

IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Corporation by its Chief Executive Officer this 14th day of November, 2019.

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.


By:	/s/ John P. Roehm

Name: John P. Roehm

Title: Chief Executive Officer

SECOND AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS

SERIES B‑1 PREFERRED STOCK

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

_____________________________________________________

pursuant to Section 242 of the

General Corporation Law of the State of Delaware

_____________________________________________________

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., a Delaware corporation (the “Corporation”), hereby certifies that:

4.On August 13, 2019, in accordance with Section 6 of the Original Certificate of Designations, Ares approved (i) the re-designation of the Original Series B Preferred Stock as Series B‑1 Preferred Stock (as so amended and restated, the “Series B‑1 Preferred Stock”) and the amendment and restatement of the Original Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B‑1 Preferred Stock (the “First Amended Series B‑1 Certificate of Designations”), and (ii) the issuance of 50,000 shares of new Series B‑2 Preferred Stock, with terms substantially similar to the terms of Series B‑1 Preferred Stock (the “Series B‑2 Preferred Stock”) as set forth in the Certificate of Designations for the Series B‑2 Preferred Stock (the “Amended and Restated Series B‑2 Certificate of Designations”).

5.The Amended and Restated Series B‑2 Certificate of Designations and the First Amended Series B‑1 Certificate of Designations were filed with the Secretary of State of the State of Delaware on August 30, 2019.

6.The Board adopted resolutions on October 25, 2019 (i) authorizing the creation and issuance of a series of preferred stock designated as the “Series B‑3 Preferred Stock” and authorizing the issuance of up to 130,000 shares of Series B‑3 Preferred Stock (collectively with Series B‑1 Preferred Stock and the Series B‑2 Preferred Stock, the “Series B Preferred Stock”) as set forth in the Certificate of Designations for the Series B‑3 Preferred Stock (the “Series B‑3 Certificate of Designations”) and (ii) authorizing amendments to the First Amended Series B‑1 Certificate of Designations and the Amended and Restated Series B‑2 Certificate of Designations.

7.On October 25, 2019, in accordance with Section 6 of the First Amended Series B‑1 Certificate of Designations and Section 6 of the Amended and Restated Series B‑2 Certificate of Designations, Ares approved (i) the amendment and restatement of the First Amended Series B‑1 Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B‑1 Preferred Stock (this “Certificate of Designations”), (ii) the amendment and restatement of the Amended and Restated Series B‑2 Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B‑2 Preferred Stock (the “Amended and Restated Series B‑2 Certificate of Designations”, and

collectively with this Certificate of Designations and the Series B-3 Certificate of Designations, the “Series B Certificates”) and (iii) the issuance of up to 130,000 shares of new Series B‑3 Preferred Stock, with terms substantially similar to the terms of the Series B‑1 Preferred Stock and the Series B‑2 Preferred Stock, as set forth in the Series B‑3 Certificate of Designations.

8.Pursuant to the authority conferred upon the Board by the Certificate of Incorporation and in accordance with the provisions of the Certificate of Incorporation and the General Corporation Law of the State of Delaware, the Board, by action duly taken on October 25, 2019, adopted resolutions (which resolutions have not been modified and are in full force and effect on the date hereof) (i) approving the amendment and restatement of the Amended and Restated Series B‑2 Certificate of Designations as set forth in the Amended and Restated Series B‑2 Certificate of Designations, (ii) authorizing the issuance of up to 130,000 shares of Series B‑3 Preferred Stock, (iii) fixing the designations, powers, preferences and rights of the shares of the Series B‑3 Preferred Stock and the qualifications, limitations or restrictions thereof and (iv) approving the amendment and restatement of the First Amended Series B‑1 Certificate of Designations as set forth in this Certificate of Designations, as follows:

Section 1.Designation. The designation of this series of preferred stock shall be “Series B‑1 Preferred Stock.” Series B‑1 Preferred Stock will rank (a) equally in right of payment with Parity Stock, if any, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, (b) senior in right of payment to Junior Stock, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and (c) junior in right of payment to Senior Stock, if any, with respect to the payment of dividends or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2.Number of Shares. The number of authorized shares of Series B‑1 Preferred Stock shall be 50,000. Such number of authorized shares may, from time to time, be increased (subject to Section 6) or decreased (but not below the number of shares of Series B‑1 Preferred Stock then outstanding) by further resolution duly adopted by the Board and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) stating that such increase or reduction has been so authorized. The Corporation shall have the authority to issue fractional shares of Series B‑1 Preferred Stock. The date on which the Corporation initially issues any share of Series B‑1 Preferred Stock shall be deemed to be the “date of issuance” for such share of Series B‑1 Preferred Stock, in each case regardless of the number of times transfer of such share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of Series B‑1 Preferred Stock.

Section 3.Definitions.

“Accumulated Dividend Rate” means 18% per annum from and including the Closing Date to the Series B-3 Closing Date and 15% per annum thereafter; provided, that, from and after the occurrence of any Non-Payment Event or Default Event and until the cure, resolution or waiver of such Non-Payment Event or Default Event, as the case may be, the Accumulated Dividend Rate shall be the Accumulated Dividend Rate as otherwise determined pursuant to this definition plus 2% per annum.

“Ares” means Ares Management LLC, on behalf of its Affiliated funds, investment vehicles and/or managed accounts.

“Board” means the Corporation’s Board of Directors.

“Bylaws” means the bylaws of the Corporation.

“Cash Dividend Rate” means (i) with respect to any Dividend Period for which the Total Net Leverage Ratio is greater than 1.50 to 1.00, 13.5% per annum, and (ii) with respect to any Dividend Period for which the Total Net Leverage Ratio is less than or equal to 1.50 to 1.00, 12% per annum.

“Change of Control” means any (a) direct or indirect acquisition (whether by a purchase, sale, transfer, exchange, issuance, merger, consolidation or other business combination) of shares of capital stock or other securities, in a single transaction or series of related transactions, (b) merger, consolidation or other business combination directly or indirectly involving the Corporation (c) reorganization, equity recapitalization, liquidation or dissolution directly or indirectly involving the Corporation, in each case for clauses (a) - (c) which results in any one Person, or more than one Person that are Affiliates or that are acting as a group, other than a Permitted Holder, acquiring direct or indirect ownership of equity securities of the Corporation which, together with the equity securities held by such Person, such Person and its Affiliates or such group, constitutes more than 50% of the total direct or indirect voting power of the equity securities of the Corporation, taken as a whole, or (d) direct or indirect sale, lease, exchange, transfer or other disposition, in a single transaction or series of related transactions, of assets or businesses that constitute or represent all or substantially all of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, to a Person other than the Corporation, any of its Subsidiaries, or a Permitted Holder; provided, that no Change of Control shall be deemed to have occurred pursuant to clause (a) due to the acquisition of shares of Common Stock by Oaktree or its Affiliates upon (x) the conversion of shares of Series A Preferred Stock held by Oaktree or its Affiliates on the date hereof into shares of Common Stock, (y) pursuant to Section 3.6 of the Merger Agreement or (z) the exercise of any Warrants. For the avoidance of doubt, a Change of Control shall be deemed to have occurred if Oaktree acting alone or in a group (as defined in Section 13(d)(3) of the Exchange Act)) with any Person (other than another Permitted Holder) consummates a merger, acquisition or similar transaction with the Corporation or any of its Subsidiaries.

“Closing Date” means the date of the closing of the original issuance of the Original Series B Preferred Stock.

“Code” means the Internal Revenue Code of 1986, as amended.

“Conversion Agent” means, prior to the conversion date, such Person as the Corporation will appoint or such other person as determined by the Board, acting in its capacity as conversion agent for the Series B‑1 Preferred Stock, and its successors and assigns.

“Debt Limit” means, as of any date of determination, an amount equal to (x) the aggregate Revolving Commitments (as defined in the Credit Agreement) as of the Closing Date plus (y) the outstanding principal amount of Term Loans (as defined in the Credit Agreement) as of the Closing Date minus (z) the aggregate principal amount of Term Loans repaid or prepaid on or following the Closing Date.

“Dividend Date” means, to the extent that any shares of Series B‑1 Preferred Stock are then outstanding, each of March 31, June 30, September 30 and December 31 or, to the extent any of the foregoing is not a Business Day, the first Business Day following such date.

“Dividend Period” means the period from the Closing Date to the first Dividend Date following the Closing Date and each quarterly period thereafter.

“IEA LLC” means Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated November 3, 2017, by and among the Corporation, IEA Energy Services LLC, IEA LLC, and the other parties thereto.

“Net Cash Proceeds” means the excess of (a) the aggregate cash proceeds received by the Corporation and/or its Subsidiaries in connection with a Qualifying Equity Sale or Significant Disposition, as applicable, minus (b) the sum of (i) any out-of-pocket fees, commissions and expenses paid or payable by the Corporation and/or its Subsidiaries, (ii) any federal, state, local or other taxes paid or reasonably estimated to be payable by the Corporation, and (iii) any indebtedness which, by its terms, is required to be paid or prepaid by the Corporation or the applicable Subsidiary, and is paid or prepaid, in each case of the foregoing clauses (i) - (iii), in connection with such Qualifying Equity Sale or Significant Disposition (to the extent such amounts have not been deducted in calculating the cash proceeds received by the Corporation and/or its Subsidiaries in connection with such Significant Disposition), as applicable; provided that (i) proceeds received by a non-wholly owned Subsidiary in connection with a Qualifying Equity Sale or Significant Disposition shall constitute “Net Cash Proceeds” only to the extent that such proceeds may be distributed up to the Corporation without breaching any agreements with, or fiduciary duties owing to (upon advice of independent counsel), such Subsidiary’s minority shareholder(s) by which such Subsidiary is bound or any law to which such Subsidiary is subject and (ii) any proceeds required to be applied to a Pro Rata Series B‑2 Redemption or to a Pro Rata Series B‑3 Redemption pursuant to Section 7(h) shall be deducted from Net Cash Proceeds.

“Non-Payment Event” means failure of the Corporation to redeem any shares of Series B‑1 Preferred Stock as and when required in accordance with Section 7 of this Certificate of Designations, in either case which is not cured within five (5) days after written notice from Ares after such default.

“Oaktree” means Oaktree Power Opportunities Fund III Delaware, L.P, or any of its Affiliated funds, investment vehicles and/or managed accounts.

“Parity Stock” means any class or series of Capital Stock of the Corporation hereafter authorized that expressly ranks equally with the Series B‑1 Preferred Stock with respect to the payment of dividends and in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, including the Series B‑2 Preferred Stock and the Series B‑3 Preferred Stock.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, governmental authority, trust, or other entity.

“Pro Rata Dividend Basis” means, with respect to any Series B‑1 Preferred Cash Dividend paid with respect to any Dividend Period, that (i) the ratio of (x) the per share amount of such Series B‑1 Preferred Cash Dividend to (y) the per share amount of the cash dividend to be paid on the Series B‑2 Preferred Stock plus the per share amount of the cash dividend to be paid on the Series B‑3 Preferred Stock is equal to (ii) the ratio of (x) the Cash Dividend Rate for such Dividend Period to (y) the “Cash Dividend Rate” (as defined in the Amended and Restated Series B‑2 Certificate of Designations) in effect for the corresponding dividend period for the Series B‑2 Preferred Stock plus the “Cash Dividend Rate” (as defined in the Series B‑3 Certificate of Designations) in effect for the corresponding dividend period for the Series B‑3 Preferred Stock.

“Pro Rata Fraction” means, (i) with respect to any Series B‑3 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Series B‑3 Certificate of Designations) of the shares of Series B‑3 Preferred Stock subject to such Series B‑3 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Series B‑3 Certificate of Designations) of all outstanding shares of Series B‑3 Preferred Stock as of immediately prior to such Series B‑3 Redemption, (ii) with respect to any Series B‑1 Redemption, a fraction, (x) the numerator of which is equal to the Stated Value of the shares of Series B‑1 Preferred Stock subject to such Series B‑1 Redemption and (y) the denominator of which is equal to the Stated Value of all outstanding shares of Series B‑1 Preferred Stock as of immediately prior to such Series B‑1 Redemption and (iii) with respect to any Series B‑2 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B‑2 Certificate of Designations) of the shares of Series B‑2 Preferred Stock subject to such Series B‑2 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B‑2 Certificate of Designations) of all outstanding shares of Series B‑2 Preferred Stock as of immediately prior to such Series B‑2 Redemption.

“Pro Rata Series B‑1 Redemption” means, with respect to any Series B‑2 Redemption or Series B‑3 Redemption, the redemption by the Corporation, pursuant to the provision of this Certificate of Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the Stated Value of the outstanding shares of Series B‑1 Preferred Stock.

“Pro Rata Series B‑2 Redemption” means, with respect to any Series B‑1 Redemption or Series B‑3 Redemption, the redemption by the Corporation, pursuant to the provision of the Amended and Restated Series B‑2 Certificate of Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the “Stated Value” (as defined in the Amended and Restated Series B‑2 Certificate of Designations) of the outstanding shares of Series B‑2 Preferred Stock.

Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the “Stated Value” (as defined in the Series B‑3 Certificate of Designations) of the outstanding shares of Series B‑3 Preferred Stock.

“Relevant Exchange” has the meaning set forth in the definition of the term “Trading Day”.

“Relevant Provision” means (i) with respect to any Series B‑1 Redemption, the provision of this Certificate of Designations pursuant to which such Series B‑1 Redemption is being made, (ii) with respect to any Series B‑2 Redemption, the provision of the Amended and Restated Series B‑2 Certificate of Designations pursuant to which such Series B‑2 Redemption is being made and (iii) with respect to any Series B‑3 Redemption, the provision of the Series B‑3 Certificate of Designations pursuant to which such Series B‑3 Redemption is being made.

“Rights Offering” has the meaning set forth in the Rights Offering Agreement.

“Rights Offering Agreement” means that certain Rights Offering Agreement, dated as of October 29, 2019, by and among the Corporation and certain Affiliates of Ares and Oaktree, pursuant to which holders of Common Stock of the Corporation (other than Oaktree, Ares and certain other holders of Common Stock of the Corporation) will have the right to purchase shares of Series B‑3 Preferred Stock and warrants to purchase Common Stock in accordance with the terms set forth therein.

“Senior Stock” means any class or series of Capital Stock of the Corporation hereafter authorized which expressly ranks senior to the Series B‑1 Preferred Stock and has preference or priority over the Series B‑1 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

“Series A Preferred Stock” means the Series A Preferred Stock of the Corporation.

“Series B Preferred Stock” means, collectively the Series B‑1 Preferred Stock of the Company, the Series B‑2 Preferred Stock of the Company and the Series B‑3 Preferred Stock of the Company.

“Series B‑2 Closing Date” means the date of the closing of the original issuance of Series B‑2 Preferred Stock.

“Series B‑3 Closing Date” means the date of the closing of the original issuance of Series B‑3 Preferred Stock.

“Stated Value” means, as of a particular time with respect to a share of Series B‑1 Preferred Stock, an amount equal to the sum of (i) $1,000, as equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B‑1 Preferred Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction with respect to the Series B‑1 Preferred Stock after the date of issuance of such share of Series B‑1 Preferred Stock, plus (ii) the amount of accumulated but unpaid dividends compounded and accumulated on such share as a result of Series B‑1 Preferred Dividends pursuant to Section 4(a).

“Total Net Leverage Ratio” means, with respect to any Dividend Period, the “Total Net Leverage Ratio” (as defined under the Credit Agreement as in effect on the Closing Date), calculated as of the date of the most recently provided Compliance Certificate (as defined in the Credit Agreement as in effect on the Closing Date) as of the beginning of such Dividend Period.

“Tranche 2 Equity Commitment Agreement” means that certain Equity Commitment Agreement by and among the Corporation and the commitment parties party thereto dated as of October 29, 2019, as may be amended, restated, supplemented or otherwise modified from time to time.

and outstanding shares of Series B‑1 Preferred Stock. All such determinations are to be equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B‑1 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction during the applicable calculation period.

Section 4.Dividends.

(a)Accumulation and Payment of Dividends. No dividends shall be paid on any shares of Series B‑1 Preferred Stock unless as, if and when declared by the Board. Except as set forth below, commencing from and after the Closing Date, dividends will accumulate for each Dividend Period with respect to each share, or fraction of a share, of Series B‑1 Preferred Stock at the Accumulated Dividend Rate on the Stated Value per whole share (or fraction thereof with respect to fractional shares) and will increase the Stated Value of such share of Series B‑1 Preferred Stock on and effective as of the applicable Dividend Date without any further action by the Board (the “Series B‑1 Preferred Accumulated Dividend”); provided, that, to the extent not prohibited by applicable law, and only as, if and when declared by the Board, dividends will be declared and paid in cash with respect to each share, or fraction of a share, of Series B‑1 Preferred Stock at the Cash Dividend Rate on the Stated Value per whole share (or fraction thereof with respect to fractional shares) and will be payable in cash quarterly in arrears on the applicable Dividend Date (the “Series B‑1 Preferred Cash Dividend” and together with the Series B‑1 Preferred Accumulated Dividend, the “Series B‑1 Preferred Dividend”). Other than as permitted pursuant to Section 4(d), any Series B‑1 Preferred Cash Dividend shall be paid prior and in preference to dividends or distributions on shares of Common Stock and any shares of other Junior Stock, pari passu with and on a Pro Rata Dividend Basis with any shares of Series B‑2 Preferred Stock and Series B‑3 Preferred Stock and pari passu with any shares of any other Parity Stock (to the extent such Parity Stock is such because it ranks on a par with the Series B‑1 Preferred Stock as to dividends). For the avoidance of doubt, (x) commencing on the Closing Date, the Series B‑1 Preferred Dividend shall accumulate daily on the basis of a 360-day year consisting of twelve 30-day periods on the Stated Value of each share of Series B‑1 Preferred Stock (as such Stated Value may be increased by any Series B‑1 Preferred Accumulated Dividends pursuant to this Section 4(a)) and (y) the amount of Series B‑1 Preferred Dividends accumulated on the Series B‑1 Preferred Stock for any period other than a full Dividend Period shall be computed on the basis of the actual number of days elapsed during the period over a 360-day year.

(b)Distribution of Partial Dividend Payments. For so long as any share of Series B‑1 Preferred Stock remains outstanding, if Series B‑1 Preferred Cash Dividends are not declared and paid in full upon the shares of Series B‑1 Preferred Stock and any Parity Stock with the same dividend payment date or with a dividend payment date which arises during the dividend period ending on a Dividend Date, all Series B‑1 Preferred Cash Dividends declared upon shares of Series B‑1 Preferred Stock and any such Parity Stock will be declared (x) on a Pro Rata Dividend Basis with any shares of Series B‑2 Preferred Stock and Series B‑3 Preferred Stock, and (y) on a proportional basis with respect to any other Parity Stock, with the effect that the amount of dividends declared per share will be declared and paid among them in the same ratio as the amount of all accumulated but unpaid dividends as of the Dividend Date for the applicable dividend period

per share of Series B‑1 Preferred Stock is to the amount of all accumulated accrued and unpaid dividends as of the end of the applicable dividend period per share of any such other Parity Stock.

(c)Dividends After Redemption. Notwithstanding anything to the contrary in this Section 4, no share of Series B‑1 Preferred Stock shall accrue any dividends after the date on which (i) such share has been redeemed or purchased by the Corporation in accordance with the terms hereof or (ii) the Corporation has validly sought to redeem or purchase such share in accordance with Section 7 but has been unable to do so because of the failure of the holder thereof to return the certificate representing such share, so long as the Corporation has set aside funds for such redemption or payment in accordance with Section 7(f). For each share of Series B‑1 Preferred Stock, the date that is the earliest of the dates specified in clauses (i) and (ii) of this Section 4(c) is referred to herein as such share’s “Dividend Cessation Date.”

(d)Restrictions. Until the Dividend Cessation Date of all shares of Series B‑1 Preferred Stock, neither the Corporation nor any of its Subsidiaries shall declare, pay or set aside any dividends on shares of any other class or series of Capital Stock of the Corporation or any of its Subsidiaries, other than (i) dividends payable on (A) Senior Stock, (B) Series B‑2 Preferred Stock in compliance herewith and with the Amended and Restated Series B‑2 Certificate of Designations and Series B‑3 Preferred Stock in compliance herewith and with the Series B‑3 Certificate of Designations, (C) other Parity Stock in compliance, to the extent applicable, with the provisions of Section 4(a) and Section 4(b) and (D) Junior Stock payable solely in the form of additional shares of Junior Stock and (ii) dividends or distributions by a Subsidiary; provided that the Corporation may pay cash dividends on the Series A Preferred Stock (“Class A Cash Dividends”) if the terms of the Amended and Restated Series B‑2 Certificate of Designations and the Series B‑3 Certificate of Designations do not otherwise prohibit the payment of Class A Cash Dividends and either (x) no Series B‑1 Preferred Accumulated Dividends have accumulated on any shares of Series B‑1 Preferred Stock prior to or on the date such dividend is paid on the Series A Preferred Stock or (y) as of the date such dividend is paid on the Series A Preferred Stock, the Corporation has redeemed, in accordance with Section 7, shares of Series B‑1 Preferred Stock having a Stated Value that has been increased as a result of all Series B‑1 Preferred Accumulated Dividends that have accumulated since the Closing Date in respect of shares of Series B‑1 Preferred Stock outstanding as of such date and the Corporation has paid a Series B‑1 Preferred Cash Dividend for such Dividend Period with respect to any shares of Series B‑1 Preferred Stock that remain outstanding. Until the Dividend Cessation Date of all Series B‑1 Preferred Stock, neither the Corporation nor any of its Subsidiaries shall redeem, purchase or otherwise acquire directly or indirectly any (x) Junior Stock, other than repurchases of Common Stock of departing directors and officers of the Corporation and other than as set forth in the Series A Preferred Exchange Agreement or (y) Parity Stock, other than in compliance, to the extent applicable, with the provisions of Section 7(d), and other than Series B‑2 Preferred Stock redeemed in compliance with the Amended and Restated Series B‑2 Certificate of Designations and this Certificate of Designations and Series B‑3 Preferred Stock redeemed in compliance with the Series B‑3 Certificate of Designations and this Certificate of Designations.

(e)Tax Treatment of Series B‑1 Preferred Accumulated Dividend. The Corporation shall not report any accumulation of a Series B‑1 Preferred Accumulated Dividend pursuant to Section 4(a) as a distribution or dividend for U.S. federal income tax purposes as long as there is “substantial authority” for this treatment as defined in Treasury Regulations Section 1.6662-4(d)(2).

(f)Record Date. The Board may fix a record date for the determination of holders of shares of the Series B‑1 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than 60 days and no less than ten days prior to the date fixed for the payment thereof.

(g)Credit Agreement. The Corporation shall not amend the Credit Agreement so as to further restrict the payment of cash dividends on the Series B‑1 Preferred Stock or incur any new agreement with respect to indebtedness further restricting the payment of cash dividends on the Series B‑1 Preferred Stock beyond those contained in the Credit Agreement without the consent of a majority of the Independent Directors.

(h)Books and Records. The Corporation shall record and retain books and records in respect of the holders of the Series B‑1 Preferred Stock.

Section 5.Liquidation Event.

(a)Distributions. Subject to the rights of the holders of any Senior Stock or Parity Stock in connection therewith, upon any Liquidation Event, each holder of Series B‑1 Preferred Stock shall be entitled to be paid, out of the assets of the Corporation legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock in connection with such Liquidation Event, an amount per share of Series B‑1 Preferred Stock held by such holder equal to the sum of (i) the Stated Value plus (ii) all accumulated and unpaid dividends, if any, with respect to such share calculated through the day prior to such payment. Other than as expressly set forth in the immediately foregoing sentence, upon receipt of the aggregate amount owed to such holder upon a Liquidation Event (as determined in accordance with the immediately foregoing sentence), no holder of Series B‑1 Preferred Stock, in its capacity as such, shall be entitled to any further payments upon the occurrence of any Liquidation Event. All shares of Series B‑1 Preferred Stock which have received the full amount to which they are entitled under this Certificate of Designations upon the occurrence of a Liquidation Event or for which the full amount to which they are entitled has been made available by the Corporation in accordance with Section 7(f) shall, automatically and without further action on the part of the Corporation or any holder thereof, be cancelled effective upon receipt or the making available by the Corporation of such amount in accordance with Section 7(f); provided that such cancellation shall not impair the right of a holder of such shares of Series B‑1 Preferred Stock to subsequently receive the amount that has been made available.

(b)Partial Distributions. If, upon any such Liquidation Event, the assets of the Corporation to be distributed in respect of the Series B‑1 Preferred Stock and any Parity Stock are insufficient to permit payment in respect thereof of the aggregate amount to which they are entitled under this Certificate of Designations upon such Liquidation Event, then the entire assets available to be distributed to the holders of Series B‑1 Preferred Stock and the Parity Stock shall be distributed pro rata among such holders of Series B‑1 Preferred Stock and Parity Stock based upon the aggregate amounts to which they would otherwise be entitled upon such Liquidation Event with respect to such Series B‑1 Preferred Stock or Parity Stock, as applicable.

(c)Notice of Liquidation Event. The Corporation shall provide written notice to Ares and each holder of Series B‑1 Preferred Stock at least 10 days prior to the consummation of a Liquidation Event.

Section 6.Voting Rights.

(a)Voting Rights Generally. Other than any voting rights provided by applicable law or as expressly provided by this Certificate of Designations, the holders of the Series B‑1 Preferred Stock (in their capacities as such) shall not have voting rights of shareholders under this Certificate of Designations, the Certificate of Incorporation, the Bylaws and the Securities Act of 1933, as amended, on account of the shares of Series B‑1 Preferred Stock from time to time held by such holders.

(b)Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B‑1 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of Ares:

(i)create, or authorize the creation of, or issue or obligate itself to issue any shares of, (A) Senior Stock, (B) other than pursuant to the Series A Exchange Agreement or the Rights Offering, Parity Stock (including any Series B‑1 Preferred Stock or Series B‑2 Preferred Stock or Series B‑3 Preferred Stock), (C) any Capital Stock that votes as a single class with the Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B‑3 Preferred Stock on any of the matters which require the consent of the holders of a majority of the Series B‑1 Preferred Stock pursuant to this Section 6, or (D) any Capital Stock of a Subsidiary of the Corporation, other than issuances by a wholly owned Subsidiary of the Corporation to the Corporation;

(ii)reclassify, alter or amend any Capital Stock of the Corporation or its Subsidiaries if such reclassification, alteration or amendment would render such other Capital Stock senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B‑3 Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends;

(iii)enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with any other Person pursuant to which the Corporation or such Subsidiary would not be the surviving entity in such transaction, if as a result of such transaction, any capital stock or equity or equity-linked securities of such Person would rank senior to or pari passu with the Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or the Series B‑3 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the surviving entity or such Subsidiary;

(v)authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B‑3 Preferred Stock will be redeemed, paid or purchased in full at the price specified in this Certificate of Designations, the Amended and Restated Series B‑2 Certificate of Designations or the Series B‑3 Certificate of Designations, as applicable;

(vi)alter, amend, supplement, restate, waive or otherwise modify any provision of this Certificate of Designations or any other governing document of the Corporation (including the Certificate of Incorporation, Bylaws and any other Certificate of Designations) in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of the Series B‑1 Preferred Stock; provided that any amendments that are either (i) adversely disproportionate to holders of the Series B‑1 Preferred Stock as compared to other holders of the Series B‑1 Preferred Stock or holders of Series B‑2 Preferred Stock or holders of Series B‑3 Preferred Stock or (ii) adversely affect the definition of Cash

Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii) shall require the prior written approval of each adversely affected holder of Series B‑1 Preferred Stock;

(viii)at any time when the Corporation is prohibited from making Class A Cash Dividends pursuant to Section 4(d), utilize the restricted payment basket set forth in Section 8.05(l) of the Credit Agreement for any purpose other than (A) making a Series B‑1 Preferred Cash Dividend or redeeming, repurchasing or otherwise retiring Series B‑1 Preferred Stock, (B) making cash dividend payments on Series B‑2 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑2 Preferred Stock, in accordance with the Amended and Restated Series B‑2 Certificate of Designations and (C) making cash dividend payments on Series B‑3 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑3 Preferred Stock, in accordance with the Series B‑3 Certificate of Designations, provided that, in the case of each of clauses (A), (B) and (C), (x) any dividends paid in respect of each share of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B‑3 Preferred Stock shall be made on a Pro Rata Dividend Basis and (y) any redemptions, repurchases or other retirements of shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B‑3 Preferred Stock shall comply with Section 7(h);

(x)increase the size of the Board;

(xi)conduct any business or enter into or conduct any transaction or series of transactions with, or for the benefit of, any Affiliate of the Corporation (other than transactions with or among wholly-owned Subsidiaries of the Corporation) other than (A) compensation of members of the Board and officers, in their capacity as such, as approved by the Board, (B) payments of dividends on and redemption or repurchase of Series A Preferred Stock or Series B Preferred Stock, (C) actions taken pursuant to any agreement with an Affiliate in effect as of the Closing Date or (D) transactions with portfolio companies of Affiliates of the Corporation, including portfolio companies or Subsidiaries of any parent company of any Affiliate (including, with respect to Oaktree, Brookfield Asset Management, Inc.), in the ordinary course of business on arms-length terms; or

(c)SAIIA Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B‑1 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries (other than SAIIA Holdings, LLC (“SAIIA”) and Subsidiaries of SAIIA as of the date hereof) not to, directly or indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of Ares:

(i)enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with SAIIA or any of its Subsidiaries;

(e)“As If Converted” Voting. From and after such time as the Conversion Conditions are satisfied, on each matter submitted to a vote of the stockholders of the Corporation other than the election of directors, the shares of Series B Preferred Stock shall vote with the Common Stock as a single class. Each share of Series B-1 Preferred Stock shall have a number of votes equal to the number of shares of Common Stock that such share of Series B-1 Preferred Stock would have been converted into pursuant to Section 12(c) hereof as of the record date for the applicable vote of stockholders (without giving effect to the Conversion Floor (as hereinafter defined)), with such record date being deemed for purposes of this Section 6(e) to be the Conversion Date under Section 12(c); provided, that, for so long as the Company is subject to the NASDAQ Marketplace Rules, for purposes of any shareholder approvals required pursuant to Nasdaq Marketplace Rule 5635(a), (b), (c) and (d) as in effect on the date hereof, each share of Series B-1 Preferred Stock shall have a number of votes determined by dividing (i) the Stated Value plus, without duplication, accrued and unpaid dividends as of the record date for the applicable vote of stockholders by (ii) the greater of (a) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately

prior to the record date for the applicable vote of stockholders and (b) $2.83 (equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B-1 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction).

Section 7.Redemption Rights.

(a)Redemption Events.

(i)The Corporation may, at any time and from time to time, redeem all or any portion of the shares of Series B‑1 Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any such redemption shall be on a pro rata basis among the holders of Series B‑1 Preferred Stock in accordance with the number of shares of Series B‑1 Preferred Stock then held by such holders.

(ii)On February 15, 2025 (the “Mandatory Redemption Date”), the Corporation shall redeem all shares of Series B‑1 Preferred Stock then outstanding at the Mandatory Redemption Price per share. There shall be no premium or penalty payable in connection with any such mandatory redemption.

(iii)Concurrently with and as a condition to the consummation of a Change of Control, subject to the prior repayment in full of the obligations under the Credit Agreement as required pursuant to the terms thereof, the Corporation shall repurchase all Series B‑1 Preferred Stock then outstanding at the Optional Redemption Price per share.

(iv)In the event of a Qualifying Equity Sale, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Qualifying Equity Sale), use all of the Net Cash Proceeds from such Qualifying Equity Sale to redeem the maximum number of shares of Series B‑1 Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the Optional Redemption Price per share; provided that any such redemption shall be on a pro rata basis among the holders of Series B‑1 Preferred Stock in accordance with the number of shares of Series B‑1 Preferred Stock then held by such holders; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (iv) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions).

(v)In the event of a Significant Disposition, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Significant Disposition), use all of the Net Cash Proceeds from such Significant Disposition to redeem the maximum number of shares of Series B‑1 Preferred Stock that are redeemable from such Net Cash Proceeds from such Significant Disposition at the Optional Redemption Price per share; provided that (x) any such redemption shall be on a pro rata basis among the holders of Series B‑1 Preferred Stock in accordance with the number of shares of Series B‑1 Preferred Stock then held by such holders and (y) if any portion of the consideration from such Significant Disposition is not in the form of cash consideration, then for purposes of this clause (v) any such non-cash consideration shall be included in the calculation of Net Cash Proceeds as and when converted to cash; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (v) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances

or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions).

For the avoidance of doubt, all redemptions under this Section 7(a) shall be subject to compliance with Section 7(h).

(b)Redemption Price. The “Optional Redemption Price” shall be a price per share of Series B‑1 Preferred Stock in cash equal to the greater of (i) the Stated Value thereof plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption and (ii) $1,500, plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption, minus the amount of any Series B‑1 Preferred Cash Dividends actually paid on such share of Series B‑1 Preferred Stock since the Closing Date.

The “Mandatory Redemption Price” shall be a price per share of Series B‑1 Preferred Stock in cash equal to the Stated Value thereof plus all accumulated and unpaid dividends thereon calculated through the day prior to such redemption.

To the fullest extent permitted by law, if the Corporation pays or makes available in accordance with Section 7(f) to the holder of a share of Series B‑1 Preferred Stock the Optional Redemption Price or Mandatory Redemption Price, as applicable, in respect of such share of Series B‑1 Preferred Stock when and as required, such share of Series B‑1 Preferred Stock shall be cancelled notwithstanding failure of the holder thereof to return the certificate representing such share; provided that such cancellation shall not impair the right of the holder of such share to subsequently receive the amount that has been made available.

(c)Notice of Redemption. Except as otherwise provided herein, the Corporation shall provide written notice (a “Redemption Notice”) to each record holder of Series B‑1 Preferred Stock of any redemption not more than 60 nor less than 10 days prior to the date on which such redemption is to be made. Such notice shall set forth in reasonable detail the date on which such redemption is to be made (the “Redemption Date”) and a calculation specifying the amount owed to such holder by the Corporation in respect of each share of Series B‑1 Preferred Stock held by such holder as of the Redemption Date. To the extent that any redemption is being made in connection with the occurrence of one or more events, the Corporation may make the redemption contingent upon consummation of such event.

(d)Redemptions of Less than All Shares. If the Corporation is redeeming less than all of the shares of Series B‑1 Preferred Stock then outstanding, except as otherwise expressly set forth in Section 7(h), the Corporation shall redeem such number of shares of Series B‑1 Preferred Stock and each class or series of Parity Stock required to be redeemed, if any, such that the amount payable to each holder of Series B‑1 Preferred Stock and Parity Stock in respect of such shares of Series B‑1 Preferred Stock and/or Parity Stock, as the case may be, upon a Liquidation Event immediately after consummation of such redemption bears, as nearly as practicable, the same proportion to the total amount payable to holders of Series B‑1 Preferred Stock and Parity Stock upon a Liquidation Event in respect of such shares immediately prior to consummation of such redemption. In the event that, for any holder of Series B‑1 Preferred Stock, fewer than the total number of shares of Series B‑1 Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares of Series B‑1 Preferred Stock shall be issued to the holder thereof without cost to such holder within five Business Days after surrender of the certificate representing the redeemed shares of Series B‑1 Preferred Stock.

(e)Other Redemptions or Acquisitions. Nothing herein shall be deemed to limit the right of the Corporation to purchase such Series B‑1 Preferred Stock from time to time.

(f)Effectiveness of Redemption. If a Redemption Notice has been duly given and if, on or before the Redemption Date specified in the Redemption Notice, all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust or escrow for the pro rata benefit of the holders of shares of Series B‑1 Preferred Stock called for redemption, so as to be and continue to be available therefor (subject to applicable escheat laws), or deposited by the Corporation with a bank or trust company in trust or escrow for the pro rata benefit of the holders of the shares of Series B‑1 Preferred Stock called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the Redemption Date, all shares of Series B‑1 Preferred Stock so called for redemption shall be cancelled and shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such Redemption Date, and all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate without further liability to, or obligation of, the Corporation, except only the right of the holders thereof to receive the Optional Redemption Price or Mandatory Redemption Price, as applicable, without interest.

(g)Tax Treatment of Redemption.

(i)The Corporation and the applicable holder of any shares of Series B‑1 Preferred Stock being redeemed pursuant to this Section 7 shall use commercially reasonable efforts to structure any redemption of Series B‑1 Preferred Stock as a distribution received in full payment in exchange of such Series B‑1 Preferred Stock under Section 302(a) of the Code.

(ii)The Corporation shall not declare any accumulated but unpaid dividends on the Series B‑1 Preferred Stock in connection with any redemption of shares of the Series B‑1 Preferred Stock pursuant to this Section 7.

(iii)The Corporation shall report the redemption of any shares of Series B‑1 Preferred Stock as a sale or exchange and not as a dividend for U.S. federal income tax purposes as long as there is “substantial authority” for this reporting as defined in Treasury Regulations Section 1.6662-4(d)(2).

(h)Pro Rata Series B‑2 Redemptions, Pro Rata Series B‑1 Redemptions and Pro Rata Series B‑3 Redemptions. Notwithstanding anything to the contrary in this Certificate of Designations, in the Amended and Restated Series B‑2 Certificate of Designations or in the Series B‑3 Certificate of Designations, except for redemptions made pursuant to this Section 7(h) or the corresponding provision of the Amended and Restated Series B‑2 Certificate of Designations or of the Series B‑3 Certificate of Designations, (i) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑1 Preferred Stock (each, a “Series B‑1 Redemption”) on a Pro Rata Series B‑2 Redemption basis and on a Pro Rata Series B‑3 Redemption basis, completed substantially concurrently with the Series B‑2 Redemption and Series B‑3 Redemption, (ii) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑2 Preferred Stock (each, a “Series B‑2 Redemption”) on a Pro Rata Series B‑1 Redemption basis and on a Pro Rata Series B‑3 Redemption basis, completed substantially concurrently with Series B‑1 Redemption and Series B‑3 Redemption and (iii) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑3 Preferred Stock (each, a “Series B‑3 Redemption”) on a Pro Rata Series B‑2 Redemption basis and on a Pro Rata Series B‑1 Redemption basis, completed substantially concurrently with the Series B‑2 Redemption and Series B‑1 Redemption. For the avoidance of doubt, any redemptions pursuant to this Section 7(h) shall be made in the same proportions of the outstanding Stated Value of Series B‑1 Preferred Stock, the outstanding “Stated Value” (as defined in the Amended and Restated

Series B‑2 Certificate of Designation) of Series B‑2 Preferred Stock and the outstanding “Stated Value” (as defined in the Series B‑3 Certificate of Designation) of Series B‑3 Preferred Stock in accordance herewith.

Section 8.Mandatory Redemption Failure. If the Corporation has not redeemed all shares of Series B‑1 Preferred Stock then outstanding in accordance with Section 7 of this Certificate of Designations within sixty (60) days following the Mandatory Redemption Date, then during the period from the sixtieth (60) day following the Mandatory Redemption Date until the date upon which all shares of Series B‑1 Preferred Stock then outstanding are redeemed in full in accordance with Section 7 of this Certificate of Designations, the following provisions shall apply:

(a)to the fullest extent permitted by applicable law, the Board shall owe a fiduciary duty to all of holders of Series B Preferred Stock and accordingly, shall owe the same fiduciary duties to holders of Series B Preferred Stock and the holders of the Common Stock as if the Series B Preferred Stock and the Common Stock comprise a single class of common stock of the Corporation;

(c)the Accumulated Dividend Rate and the Cash Dividend Rate shall each be increased to a rate of 25% per annum on the Series B‑1 Preferred Stock until the redemption in full of all of the Series B‑1 Preferred Stock in accordance with the terms of this Certificate of Designations, and the corresponding definitions of “Accumulated Dividend Rate” and the “Cash Dividend Rate” of the B-3 Certificate of Designations and the Amended and Restated Series B‑2 Certificate of Designations shall each be increased to a rate of 25% per annum on the Series B‑3 Preferred Stock and the Series B‑2 Preferred Stock until the redemption in full of all of the Series B‑3 Preferred Stock and Series B‑2 Preferred Stock in accordance with the terms of B-3 Certificate of Designations and the Amended and Restated Series B‑2 Certificate of Designations, respectively.

Section 9.Status of Redeemed or Otherwise Reacquired Shares. Shares of Series B‑1 Preferred Stock redeemed, converted or otherwise purchased or acquired by the Corporation, in accordance with this Certificate of Designations, shall be canceled and retired and shall not be reissued, sold or transferred, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to retire such shares and reduce the authorized number of shares of Series B‑1 Preferred Stock accordingly.

Section 10.Preemptive Rights. Holders of Series B‑1 Preferred Stock, in their capacities as such, shall not have any preemptive rights.

Section 11.Transfers. Notwithstanding anything to the contrary in this Certificate of Designations, a holder of Series B‑1 Preferred Stock may transfer all or any portion of shares of such Series B‑1 Preferred

Stock to any Person who is not, at the time of such transfer, a Competitor. For the avoidance of doubt, the restrictions, conditions, and obligations contained in this Certificate of Designations to which such holder of Series B‑1 Preferred Stock is subject shall continue to be applicable to and binding upon the transferee(s) of such Series B‑1 Preferred Stock and the transferee(s) of such Series B‑1 Preferred Stock shall have agreed in writing to be bound by the provisions of this Certificate of Designations.

Section 12.Conversion.

(b)Conversion. Following the satisfaction of the Conversion Conditions, the holders of a majority of the outstanding Series B Preferred Stock may elect, by written notice to the Corporation to cause the Corporation to convert on the date specified in such notice (the “Conversion Date”), without the payment of additional consideration by any holder of Series B Preferred Stock, all or any portion of the issued and outstanding shares of Series B Preferred Stock into a number of shares of Common Stock determined in accordance with Section 12(c) on the terms described below and in the corresponding sections of the Amended and Restated Series B‑2 Certificate of Designations and the Series B‑3 Certificate of Designations. Notwithstanding any other provision hereof, if a conversion of Series B Preferred Stock pursuant to this Section 12(b) is to be made in connection with a transaction involving the Corporation, the conversion of the Series B Preferred Stock may, at the election of the holders of a majority of the outstanding Series B Preferred Stock, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. Each holder of Series B Preferred Stock shall do each of the following in order to receive shares of Common Stock issuable upon conversion of such holder’s shares of Series B Preferred Stock (the “Surrender Requirements”): (i) complete the conversion notice provided by the Conversion Agent, and deliver an executed copy of such notice to the Conversion Agent; (ii) deliver a certificate or certificates representing the shares of Series B Preferred Stock to be converted to the Conversion Agent, or, if such certificates have been lost, mutilated or destroyed, an affidavit of loss; (iii) if reasonably required by the Conversion Agent, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any stock transfer, documentary, stamp or similar taxes. The Conversion Agent shall, on behalf of all holders of Series B Preferred Stock, convert the Series B Preferred Stock into shares of Common Stock in accordance with this Certificate of Designations. On the Conversion Date, the shares of Series B Preferred Stock so converted will be canceled and will cease to be issued and outstanding (and all rights of the holder of such Series B Preferred Stock (in its capacity as such and only with respect to the shares of Series B Preferred Stock so converted) shall terminate without further liability to, or obligation of, the Corporation effective as of the Conversion Date) and the Common Stock issued upon such conversion in respect thereof shall be issued and outstanding (and no holder of shares of Series B Preferred Stock to be converted shall have any rights prior to the Conversion Date in respect of such Common Stock issued upon conversion). Notwithstanding the foregoing, any conversion of Series B Preferred Stock pursuant to this Section 12 and the corresponding Section 12 shall be on a pro rata basis with all shares of Series B Preferred Stock in proportion to the Stated Value of all Series B Preferred Stock and on a pro rata basis among the holders of Series B Preferred Stock in accordance with the number of shares of Series B Preferred Stock then held by such holders.

(c)Effect of Conversion. Subject to compliance by a holder of Series B Preferred Stock with the Surrender Requirements, the Corporation shall issue to such holder in respect of each share of Series B Preferred Stock a number of shares of Common Stock determined by dividing (i) the Stated Value plus, without duplication, accrued and unpaid dividends as of the Conversion Date for the share(s) of Series B Preferred Stock to be converted by (ii) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the Conversion Date; provided, that, for so long as the Company is subject to the NASDAQ Marketplace Rules, clause (ii) shall equal the greater of (a) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the Conversion Date and (b) $0.28 (equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B-1 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction) (such amount in this clause (b) as so adjusted, the “Conversion Floor”).

(f)Taxes and Governmental Matters.

Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery, or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the Corporation’s satisfaction, that such tax has been paid or is not payable.

Section 13.Special Approval re: Debtor Relief Laws. From February 15, 2024 until such time as there are no longer any shares of Series B‑1 Preferred Stock outstanding, the Corporation shall not, without the consent of a majority of the Independent Directors, (a) institute or consent to the institution of any proceeding with respect to the Corporation under any Debtor Relief Law; (b) make a general assignment for the benefit of creditors with respect to the Corporation; or (c) apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, ad hoc manager or similar officer for the Corporation or for all or any material part of the Corporation’s property.

Section 14.Board Designation Rights.

(a)Effective as of the Closing Date, the Corporation agrees to increase the size of the Board in order to appoint one director designated by Ares to the Board (the “First Series B Director”) for a term expiring at the 2021 annual meeting of the Corporation’s stockholders. From and after the Closing Date, and for so long as Ares and its Affiliates holds at least 50% of the Series B‑1 Preferred Stock issued to Ares on the Closing Date, the Series B‑1 Preferred Stock shall have the right to designate and appoint the First Series B Director. Ares shall have the exclusive right to designate and appoint or replace, either in writing without a meeting or by vote at any meeting called for such purpose, the First Series B Director. Upon Ares and its Affiliates no longer holding at least 50% of the Series B‑1 Preferred Stock issued to Ares on the Closing Date, the term of the First Series B Director will end and the First Series B Director immediately shall cease to be a director. The Corporation shall take all reasonable actions within its control to give effect to the provisions of this Section 14(a).

(b)Effective as of September 13, 2019, the Corporation agrees to increase the size of the Board in order to appoint one additional director designated by Ares to the Board (the “Second Series B Director” and, together with the First Series B Director, each a “Series B Director” and together, the “Series B Directors”) for a term expiring at the 2021 annual meeting of the Corporation’s stockholders. From and after September 13, 2019, and for so long as Ares and its Affiliates holds at least 50% of the Series B‑2 Preferred Stock issued to Ares on the Series B‑2 Closing Date, the Series B‑2 Preferred Stock shall have the right to designate and appoint the Second Series B Director. Ares shall have the exclusive right to designate and appoint or replace, either in writing without a meeting or by vote at any meeting called for such purpose, the Second Series B Director. Upon Ares and its Affiliates no longer holding at least 50% of the Series B‑2 Preferred Stock issued to Ares on the Series B‑2 Closing Date, the term of the Second Series B Director will end and the Second Series B Director immediately shall cease to be a director. The Corporation shall take all reasonable actions within its control to give effect to the provisions of this Section 14(b).

(c)The Corporation agrees to promptly appoint one of the First Series B Director or the Second Series B Director, as determined by such directors (as applicable, the “Committee Designee”), to serve on each committee of the Board, subject in each case to meeting the applicable requirements for service on such committee as set forth in the listing rules of NASDAQ, the rules and regulations of the Securities and Exchange Commission, the Corporation’s corporate governance guidelines applicable to all of the members of such committee and such committee’s charter; provided that such Committee Designee may be required to recuse himself or herself from a (a) meeting of a committee of the Board or (b) committee of the Board, in each case, in the event that the Board determines in good faith and upon written advice of outside counsel that the presence of such Committee Designee at such meeting or on such committee, as applicable, would create an actual conflict of interest; provided, however, that, with respect to the foregoing clause (b), such Committee Designee shall only be required to recuse himself of herself from such committee (x) with respect to the matter(s) that gave rise to such actual conflict and (y) for so long as such conflict actually exists. The Corporation shall take all reasonable actions within its control to give effect to the provisions of this Section 14(c).

Section 15.Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any Series B‑1 Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor, its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such Capital Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Dividends shall accrue on any Series B‑1 Preferred Stock represented by such new certificate from the date with respect to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 16.Tax Matters.

(a)Withholding. All payments and distributions (or deemed payments and distributions) on the shares of Series B‑1 Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by holders. The Corporation shall use commercially reasonable efforts to avoid or minimize any direct or indirect withholding taxes that may become due in connection with any payment or distribution (or deemed payment or distribution) on the Series B‑1 Preferred Stock; provided that such cooperation does not cause material detriment to the Corporation or any of its Subsidiaries. The Corporation shall not withhold any U.S. federal income taxes with respect to a holder if such holder provides a properly completed and executed Internal Revenue Service Form W-9, unless otherwise required pursuant to a change in applicable law occurring after the date hereof. Any payments by the Corporation in respect of the Series B‑1 Preferred Stock shall be made out of funds legally available for payment thereof and shall only be made to the extent that the payment thereof would not cause the Corporation to be rendered insolvent or to violate any law to which the Corporation is subject.

(c)Cooperation. Prior to issuing any Internal Revenue Service Form 1099 or reporting any other income or payment pursuant to Section 305 of the Code, in each case with respect to the Series B‑1 Preferred Stock, the Corporation shall provide Ares or IEA LLC, as applicable, with a draft of such reporting statement and the underlying calculations for the review and approval of Ares or IEA LLC, as applicable. To the maximum extent permitted by law, the Corporation shall not take an inconsistent position with respect to such reporting as approved by Ares or IEA LLC, as applicable, in any tax return or in connection with any tax audit. If at any time the Corporation believes it is not permitted under law to take a position approved by Ares or IEA LLC, as applicable, in any tax return or any tax audit, then the Corporation shall promptly notify Ares or IEA LLC, as applicable, in writing of such disagreement and cooperate, and direct its Affiliates and representatives to cooperate, in good faith with Ares or IEA LLC, as applicable, to give effect to such approved position to the greatest extent possible.

(d)The Corporation agrees that the Series B‑1 Preferred Stock is not “fast pay stock” as defined in Treasury Regulations Section 1.7701(l)-3(b) and shall not take any position inconsistent with such treatment.

Section 17.Record Holders. To the fullest extent permitted by applicable law, the Corporation may deem and treat the record holder of any share of the Series B‑1 Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 18.Notices.

(a)To Holders. All public announcements, notices or communications to the holders of, or otherwise in respect of, the Series B‑1 Preferred Stock shall be given or delivered for purposes of this Certificate of Designations if given in writing and delivered in person or by first class mail, postage prepaid. All notices or communications shall also be given or delivered for purposes of this Certificate of Designations if given or delivered in such manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law or regulation. Furthermore, if the Series B‑1 Preferred Stock is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given or delivered to the holders of the Series B‑1 Preferred Stock in any manner permitted by such facility and such notices will be deemed given and delivered in compliance with this Certificate of Designations.

Section 19.Other Rights. The shares of Series B‑1 Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as expressly set forth herein, in the Certificate of Incorporation or as provided by applicable law and regulation.

Section 20.Remedies. The remedies available to the holders of Series B‑1 Preferred Stock under this Certificate of Designations shall be in addition to any other remedy to which such holders are entitled at law or in equity, and the election to pursue any such remedy shall not restrict, impair or otherwise limit the holders of Series B‑1 Preferred Stock from seeking to pursue any other remedy to which it is entitled under this Certificate of Designations, at law or in equity. Payment of the Optional Redemption Price or Mandatory Redemption, as applicable, in respect of a share of Series B‑1 Preferred Stock shall be in full satisfaction of any claim or remedy of a holder thereof in respect of such share of Series B‑1 Preferred Stock.

Section 21.Tax Treatment of Series B‑1 Preferred Stock. The Corporation and the holders shall treat the Series B‑1 Preferred Stock as equity for all applicable U.S. federal income, state and local income tax purposes, unless otherwise required by a change in applicable law occurring after the date hereof. For so long as any holder holds Series B‑1 Preferred Stock, such holder shall be a United States person for U.S. federal tax purposes that is eligible to, and that does, deliver a properly completed and executed Internal Revenue Service Form W-9 to the Corporation or any applicable withholding agent thereof. Notwithstanding anything to the contrary herein, no holder shall be entitled to transfer any Series B‑1 Preferred Stock to any person that is not a United States person for U.S. federal tax purposes, and any such transfer shall be void ab initio.

Section 22.Non-Circumvention. The Corporation shall not seek to avoid the observance or performance of any of the terms of this Certificate of Designations or the Amended and Restated Series B‑2 Certificate of Designations or the Series B‑3 Certificate of Designations, including, without limitation, by amending its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities.

IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Corporation by its Chief Executive Officer this 14th day of November, 2019.

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.


By:	/s/ John P. Roehm

Name: John P. Roehm

Title: Chief Executive Officer

AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS

SERIES B‑2 PREFERRED STOCK

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

_____________________________________________________

pursuant to Section 242 of the

General Corporation Law of the State of Delaware

_____________________________________________________

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., a Delaware corporation (the “Corporation”), hereby certifies that:

4.On August 13, 2019, in accordance with Section 6 of the Original Certificate of Designations, Ares approved (i) the re-designation of the Original Series B Preferred Stock as Series B‑1 Preferred Stock (as so amended and restated, the “Series B‑1 Preferred Stock”) and the amendment and restatement of the Original Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B‑1 Preferred Stock (the “First Amended Series B‑1 Certificate of Designations”), and (ii) the issuance of 50,000 shares of new Series B‑2 Preferred Stock, with terms substantially similar to the terms of Series B‑1 Preferred Stock (the “Series B‑2 Preferred Stock”) as set forth in the Certificate of Designations for the Series B‑2 Preferred Stock (the “Series B‑2 Certificate of Designations”).

5.The Series B‑2 Certificate of Designations and the First Amended Series B‑1 Certificate of Designations were filed with the Secretary of State of the State of Delaware on August 30, 2019.

7.On October 25, 2019, in accordance with Section 6 of the First Amended Series B‑1 Certificate of Designations and Section 6 of the Series B‑2 Certificate of Designations, Ares approved (i) the amendment and restatement of the First Amended Series B‑1 Certificate of Designations as set forth in the Amended and Restated Certificate of Designations for the Series B‑1 Preferred Stock (the “Second Amended Series B‑1 Certificate of Designations”), (ii) the amendment and restatement of the Series B‑2 Certificate of Designations as set forth in this Amended and Restated Certificate of Designations for the Series B‑2 Preferred Stock (this “Certificate of Designations”, and collectively with the Second Amended Series B‑1 Certificate of Designations and the Series B-3 Certificate of Designations, the “Series B Certificates”) and (iii) the

issuance of up to 130,000 shares of new Series B‑3 Preferred Stock, with terms substantially similar to the terms of the Series B‑1 Preferred Stock and the Series B‑2 Preferred Stock, as set forth in the Series B‑3 Certificate of Designations.

8.Pursuant to the authority conferred upon the Board by the Certificate of Incorporation and in accordance with the provisions of the Certificate of Incorporation and the General Corporation Law of the State of Delaware, the Board, by action duly taken on October 25, 2019, adopted resolutions (which resolutions have not been modified and are in full force and effect on the date hereof) (i) approving the amendment and restatement of the First Amended Series B‑1 Certificate of Designations as set forth in the Second Amended Series B‑1 Certificate of Designations, (ii) authorizing the issuance of up to 130,000 shares of Series B‑3 Preferred Stock, (iii) fixing the designations, powers, preferences and rights of the shares of the Series B‑3 Preferred Stock and the qualifications, limitations or restrictions thereof and (iv) approving the amendment and restatement of the Series B‑2 Certificate of Designations as set forth in this Certificate of Designations, as follows:

Section 1.Designation. The designation of this series of preferred stock shall be “Series B‑2 Preferred Stock.” Series B‑2 Preferred Stock will rank (a) equally in right of payment with Parity Stock, if any, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, (b) senior in right of payment to Junior Stock, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and (c) junior in right of payment to Senior Stock, if any, with respect to the payment of dividends or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2.Number of Shares. The number of authorized shares of Series B‑2 Preferred Stock shall be 50,000. Such number of authorized shares may, from time to time, be increased (subject to Section 6) or decreased (but not below the number of shares of Series B‑2 Preferred Stock then outstanding) by further resolution duly adopted by the Board and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) stating that such increase or reduction has been so authorized. The Corporation shall have the authority to issue fractional shares of Series B‑2 Preferred Stock. The date on which the Corporation initially issues any share of Series B‑2 Preferred Stock shall be deemed to be the “date of issuance” for such share of Series B‑2 Preferred Stock, in each case regardless of the number of times transfer of such share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share of Series B‑2 Preferred Stock.

Section 3.Definitions.

“Accumulated Dividend Rate” means 18% per annum from and including the Series B-2 Closing Date to the Series B-3 Closing Date and 15% per annum thereafter; provided, that, from and after the occurrence of any Non-Payment Event or Default Event and until the cure, resolution or waiver of such Non-Payment Event or Default Event, as the case may be, the Accumulated Dividend Rate shall be the Accumulated Dividend Rate as otherwise determined pursuant to this definition plus 2% per annum.

“Amendment Date” means August 30, 2019.

“Ares” means Ares Management LLC, on behalf of its Affiliated funds, investment vehicles and/or managed accounts.

“Board” means the Corporation’s Board of Directors.

“Bylaws” means the bylaws of the Corporation.

“Closing Date” means the date of the closing of the original issuance of the Original Series B Preferred Stock.

“Code” means the Internal Revenue Code of 1986, as amended.

“Conversion Agent” means, prior to the conversion date, such Person as the Corporation will appoint or such other person as determined by the Board, acting in its capacity as conversion agent for the Series B‑2 Preferred Stock, and its successors and assigns.

“Dividend Date” means, to the extent that any shares of Series B‑2 Preferred Stock are then outstanding, each of March 31, June 30, September 30 and December 31 or, to the extent any of the foregoing is not a Business Day, the first Business Day following such date.

“Dividend Period” means the period from the Amendment Date to the first Dividend Date following the Amendment Date and each quarterly period thereafter.

“IEA LLC” means Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company.

“Net Cash Proceeds” means the excess of (a) the aggregate cash proceeds received by the Corporation and/or its Subsidiaries in connection with a Qualifying Equity Sale or Significant Disposition, as applicable, minus (b) the sum of (i) any out-of-pocket fees, commissions and expenses paid or payable by the Corporation and/or its Subsidiaries, (ii) any federal, state, local or other taxes paid or reasonably estimated to be payable by the Corporation, and (iii) any indebtedness which, by its terms, is required to be paid or prepaid by the Corporation or the applicable Subsidiary, and is paid or prepaid, in each case of the foregoing clauses (i) - (iii), in connection with such Qualifying Equity Sale or Significant Disposition (to the extent such amounts have not been deducted in calculating the cash proceeds received by the Corporation and/or its Subsidiaries in connection with such Significant Disposition), as applicable; provided that (i) proceeds received by a non-wholly owned Subsidiary in connection with a Qualifying Equity Sale or Significant Disposition shall constitute “Net Cash Proceeds” only to the extent that such proceeds may be distributed up to the Corporation without breaching any agreements with, or fiduciary duties owing to (upon advice of independent counsel), such Subsidiary’s minority shareholder(s) by which such Subsidiary is bound or any law to which such Subsidiary is subject and (ii) any proceeds required to be applied to a Pro Rata Series B‑1 Redemption or to a Pro Rata Series B‑3 Redemption pursuant to Section 7(h) shall be deducted from Net Cash Proceeds.

“Non-Payment Event” means failure of the Corporation to redeem any shares of Series B‑2 Preferred Stock as and when required in accordance with Section 7 of this Certificate of Designations, in either case which is not cured within five (5) days after written notice from Ares after such default.

“Oaktree” means Oaktree Power Opportunities Fund III Delaware, L.P, or any of its Affiliated funds, investment vehicles and/or managed accounts.

“Parity Stock” means any class or series of Capital Stock of the Corporation hereafter authorized that expressly ranks equally with the Series B‑2 Preferred Stock with respect to the payment of dividends and in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, including the Series B‑1 Preferred Stock and the Series B‑3 Preferred Stock.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, governmental authority, trust, or other entity.

“Pro Rata Dividend Basis” means, with respect to any Series B‑2 Preferred Cash Dividend paid with respect to any Dividend Period, that (i) the ratio of (x) the per share amount of such Series B‑2 Preferred Cash Dividend to (y) the per share amount of the cash dividend to be paid on the Series B‑1 Preferred Stock plus the per share amount of the cash dividend to be paid on the Series B‑3 Preferred Stock is equal to (ii) the ratio of (x) the Cash Dividend Rate for such Dividend Period to (y) the “Cash Dividend Rate” (as defined in the Second Amended Series B‑1 Certificate of Designations) in effect for the corresponding dividend period for the Series B‑1 Preferred Stock plus the “Cash Dividend Rate” (as defined in the Series B‑3 Certificate of Designations) in effect for the corresponding dividend period for the Series B‑3 Preferred Stock.

“Pro Rata Fraction” means, (i) with respect to any Series B‑3 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Series B‑3 Certificate of Designations) of the shares of Series B‑3 Preferred Stock subject to such Series B‑3 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Series B‑3 Certificate of Designations) of all outstanding shares of Series B‑3 Preferred Stock as of immediately prior to such Series B‑3 Redemption, (ii) with respect to any Series B‑2 Redemption, a fraction, (x) the numerator of which is equal to the Stated Value of the shares of Series B‑2 Preferred Stock subject to such Series B‑2 Redemption and (y) the denominator of which is equal to the Stated Value of all outstanding shares of Series B‑2 Preferred Stock as of immediately prior to such Series B‑2 Redemption and (iii) with respect to any Series B‑1 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of the shares of Series B‑1 Preferred Stock subject to such Series B‑1 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of all outstanding shares of Series B‑1 Preferred Stock as of immediately prior to such Series B‑1 Redemption.

“Pro Rata Series B‑1 Redemption” means, with respect to any Series B‑2 Redemption or Series B‑3 Redemption, the redemption by the Corporation, pursuant to the provision of the Second Amended Series B‑1 Certificate of Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of the outstanding shares of Series B‑1 Preferred Stock.

“Pro Rata Series B‑2 Redemption” means, with respect to any Series B‑1 Redemption or Series B‑3 Redemption, the redemption by the Corporation, pursuant to the provision of this Certificate of Designations of the Pro Rata Fraction of the Stated Value of the outstanding shares of Series B‑2 Preferred Stock.

“Pro Rata Series B‑3 Redemption” means, with respect to any Series B‑1 Redemption or Series B‑2 Redemption, the redemption by the Corporation, pursuant to the provision of Series B‑3 Certificate of Designations corresponding to the Relevant Provision, of the Pro Rata Fraction of the “Stated Value” (as defined in the Series B‑3 Certificate of Designations) of the outstanding shares of Series B‑3 Preferred Stock.

“Relevant Exchange” has the meaning set forth in the definition of the term “Trading Day”.

“Relevant Provision” means (i) with respect to any Series B‑1 Redemption, the provision of the Second Amended Series B‑1 Certificate of Designations pursuant to which such Series B‑1 Redemption is being made, (ii) with respect to any Series B‑2 Redemption, the provision of this Certificate of Designations pursuant to which such Series B‑2 Redemption is being made and (iii) with respect to any Series B‑3 Redemption, the provision of the Series B‑3 Certificate of Designations pursuant to which such Series B‑3 Redemption is being made.

“Rights Offering” has the meaning set forth in the Rights Offering Agreement.

“Rights Offering Agreement” means that certain Rights Offering Agreement, dated as of October 29, 2019, by and among the Corporation and certain Affiliates of Ares and Oaktree, pursuant to which holders of Common Stock of the Corporation (other than Oaktree, Ares and certain other holders of Common Stock of the Corporation) will have the right to purchase shares of Series B‑3 Preferred Stock and warrants to purchase Common Stock in accordance with the terms set forth therein.

“Senior Stock” means any class or series of Capital Stock of the Corporation hereafter authorized which expressly ranks senior to the Series B‑2 Preferred Stock and has preference or priority over the Series B‑2 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

“Series A Preferred Stock” means the Series A Preferred Stock of the Corporation.

“Series B‑2 Closing Date” means the date of the closing of the original issuance of Series B‑2 Preferred Stock.

“Series B‑3 Closing Date” means the date of the closing of the original issuance of Series B‑3 Preferred Stock.

“Stated Value” means, as of a particular time with respect to a share of Series B‑2 Preferred Stock, an amount equal to the sum of (i) $1,000, as equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B‑2 Preferred Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction with respect to the Series B‑2 Preferred Stock after the date of issuance of such share of Series B‑2 Preferred Stock, plus (ii) the amount of accumulated but unpaid dividends compounded and accumulated on such share as a result of Series B‑2 Preferred Dividends pursuant to Section 4(a).

“VWAP” means for any security as of any Trading Day, the per share volume-weighted average price for such security as displayed under the heading “Bloomberg VWAP” on Bloomberg page Ticker <IEA> VWAP (or its equivalent successor if such page is not available) in respect of the period from 9:30:01 a.m. to 4:00:00 p.m., New York City time, on such Trading Day or, if no weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the principal market maker for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the VWAP cannot be calculated for a security on a particular date on any of the foregoing bases, the “VWAP” of such security on such date shall be the fair market value as mutually determined by the Corporation and holders of a majority of the issued and outstanding shares of Series B‑2 Preferred Stock. All such determinations are to be equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B‑2

Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction during the applicable calculation period.

Section 4.Dividends.

(a)Accumulation and Payment of Dividends. No dividends shall be paid on any shares of Series B‑2 Preferred Stock unless as, if and when declared by the Board. Except as set forth below, commencing from and after the Amendment Date, dividends will accumulate for each Dividend Period with respect to each share, or fraction of a share, of Series B‑2 Preferred Stock at the Accumulated Dividend Rate on the Stated Value per whole share (or fraction thereof with respect to fractional shares) and will increase the Stated Value of such share of Series B‑2 Preferred Stock on and effective as of the applicable Dividend Date without any further action by the Board (the “Series B‑2 Preferred Accumulated Dividend”); provided, that, to the extent not prohibited by applicable law, and only as, if and when declared by the Board, dividends will be declared and paid in cash with respect to each share, or fraction of a share, of Series B‑2 Preferred Stock at the Cash Dividend Rate on the Stated Value per whole share (or fraction thereof with respect to fractional shares) and will be payable in cash quarterly in arrears on the applicable Dividend Date (the “Series B‑2 Preferred Cash Dividend” and together with the Series B‑2 Preferred Accumulated Dividend, the “Series B‑2 Preferred Dividend”). Other than as permitted pursuant to Section 4(d), any Series B‑2 Preferred Cash Dividend shall be paid prior and in preference to dividends or distributions on shares of Common Stock and any shares of other Junior Stock, pari passu with and on a Pro Rata Dividend Basis with any shares of Series B‑1 Preferred Stock and Series B‑3 Preferred Stock and pari passu with any shares of any other Parity Stock (to the extent such Parity Stock is such because it ranks on a par with the Series B‑2 Preferred Stock as to dividends). For the avoidance of doubt, (x) commencing on the Amendment Date, the Series B‑2 Preferred Dividend shall accumulate daily on the basis of a 360-day year consisting of twelve 30-day periods on the Stated Value of each share of Series B‑2 Preferred Stock (as such Stated Value may be increased by any Series B‑2 Preferred Accumulated Dividends pursuant to this Section 4(a)) and (y) the amount of Series B‑2 Preferred Dividends accumulated on the Series B‑2 Preferred Stock for any period other than a full Dividend Period shall be computed on the basis of the actual number of days elapsed during the period over a 360-day year.

(b)Distribution of Partial Dividend Payments. For so long as any share of Series B‑2 Preferred Stock remains outstanding, if Series B‑2 Preferred Cash Dividends are not declared and paid in full upon the shares of Series B‑2 Preferred Stock and any Parity Stock with the same dividend payment date or with a dividend payment date which arises during the dividend period ending on a Dividend Date, all Series B‑2 Preferred Cash Dividends declared upon shares of Series B‑2 Preferred Stock and any such Parity Stock will be declared (x) on a Pro Rata Dividend Basis with any shares of Series B‑1 Preferred Stock and Series B‑3 Preferred Stock, and (y) on a proportional basis with respect to any other Parity Stock, with the effect that the amount of dividends declared per share will be declared and paid among them in the same ratio as the amount of all accumulated but unpaid dividends as of the Dividend Date for the applicable dividend period per share of Series B‑2 Preferred Stock is to the amount of all accumulated accrued and unpaid dividends as of the end of the applicable dividend period per share of any such other Parity Stock.

(c)Dividends After Redemption. Notwithstanding anything to the contrary in this Section 4, no share of Series B‑2 Preferred Stock shall accrue any dividends after the date on which (i) such share has been redeemed or purchased by the Corporation in accordance with the terms hereof or (ii) the Corporation has validly sought to redeem or purchase such share in accordance with Section 7 but has been unable to do so because of the failure of the holder thereof to return the certificate representing such share, so long as the Corporation has set aside funds for such redemption or payment in accordance with Section 7(f). For each share of Series B‑2 Preferred Stock, the date that is the earliest of the dates specified in clauses (i) and (ii) of this Section 4(c) is referred to herein as such share’s “Dividend Cessation Date.”

(d)Restrictions. Until the Dividend Cessation Date of all shares of Series B‑2 Preferred Stock, neither the Corporation nor any of its Subsidiaries shall declare, pay or set aside any dividends on shares of any other class or series of Capital Stock of the Corporation or any of its Subsidiaries, other than (i) dividends payable on (A) Senior Stock, (B) Series B‑1 Preferred Stock in compliance herewith and with the Second Amended Series B‑1 Certificate of Designations and Series B‑3 Preferred Stock in compliance herewith and with the Series B‑3 Certificate of Designations, (C) other Parity Stock in compliance, to the extent applicable, with the provisions of Section 4(a) and Section 4(b) and (D) Junior Stock payable solely in the form of additional shares of Junior Stock and (ii) dividends or distributions by a Subsidiary; provided that the Corporation may pay cash dividends on the Series A Preferred Stock (“Class A Cash Dividends”) if the terms of the Second Amended Series B‑1 Certificate of Designations and the Series B‑3 Certificate of Designations do not otherwise prohibit the payment of Class A Cash Dividends and either (x) no Series B‑2 Preferred Accumulated Dividends have accumulated on any shares of Series B‑2 Preferred Stock prior to or on the date such dividend is paid on the Series A Preferred Stock or (y) as of the date such dividend is paid on the Series A Preferred Stock, the Corporation has redeemed, in accordance with Section 7, shares of Series B‑2 Preferred Stock having a Stated Value that has been increased as a result of all Series B‑2 Preferred Accumulated Dividends that have accumulated since the Amendment Date in respect of shares of Series B‑2 Preferred Stock outstanding as of such date and the Corporation has paid a Series B‑2 Preferred Cash Dividend for such Dividend Period with respect to any shares of Series B‑2 Preferred Stock that remain outstanding. Until the Dividend Cessation Date of all Series B‑2 Preferred Stock, neither the Corporation nor any of its Subsidiaries shall redeem, purchase or otherwise acquire directly or indirectly any (x) Junior Stock, other than repurchases of Common Stock of departing directors and officers of the Corporation and other than as set forth in the Series A Preferred Exchange Agreement or (y) Parity Stock, other than in compliance, to the extent applicable, with the provisions of Section 7(d), and other than Series B‑1 Preferred Stock redeemed in compliance with the Second Amended Series B‑1 Certificate of Designations and this Certificate of Designations and Series B‑3 Preferred Stock redeemed in compliance with the Series B‑3 Certificate of Designations and this Certificate of Designations.

(e)Tax Treatment of Series B‑2 Preferred Accumulated Dividend. The Corporation shall not report any accumulation of a Series B‑2 Preferred Accumulated Dividend pursuant to Section 4(a) as a distribution or dividend for U.S. federal income tax purposes as long as there is “substantial authority” for this treatment as defined in Treasury Regulations Section 1.6662-4(d)(2).

(f)Record Date. The Board may fix a record date for the determination of holders of shares of the Series B‑2 Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than 60 days and no less than ten days prior to the date fixed for the payment thereof.

(g)Credit Agreement. The Corporation shall not amend the Credit Agreement so as to further restrict the payment of cash dividends on the Series B‑2 Preferred Stock or incur any new agreement with respect to indebtedness further restricting the payment of cash dividends on the Series B‑2 Preferred Stock

beyond those contained in the Credit Agreement without the consent of a majority of the Independent Directors.

(h)Books and Records. The Corporation shall record and retain books and records in respect of the holders of the Series B‑2 Preferred Stock.

Section 5.Liquidation Event.

(a)Distributions. Subject to the rights of the holders of any Senior Stock or Parity Stock in connection therewith, upon any Liquidation Event, each holder of Series B‑2 Preferred Stock shall be entitled to be paid, out of the assets of the Corporation legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock in connection with such Liquidation Event, an amount per share of Series B‑2 Preferred Stock held by such holder equal to the sum of (i) the Stated Value plus (ii) all accumulated and unpaid dividends, if any, with respect to such share calculated through the day prior to such payment. Other than as expressly set forth in the immediately foregoing sentence, upon receipt of the aggregate amount owed to such holder upon a Liquidation Event (as determined in accordance with the immediately foregoing sentence), no holder of Series B‑2 Preferred Stock, in its capacity as such, shall be entitled to any further payments upon the occurrence of any Liquidation Event. All shares of Series B‑2 Preferred Stock which have received the full amount to which they are entitled under this Certificate of Designations upon the occurrence of a Liquidation Event or for which the full amount to which they are entitled has been made available by the Corporation in accordance with Section 7(f) shall, automatically and without further action on the part of the Corporation or any holder thereof, be cancelled effective upon receipt or the making available by the Corporation of such amount in accordance with Section 7(f); provided that such cancellation shall not impair the right of a holder of such shares of Series B‑2 Preferred Stock to subsequently receive the amount that has been made available.

(b)Partial Distributions. If, upon any such Liquidation Event, the assets of the Corporation to be distributed in respect of the Series B‑2 Preferred Stock and any Parity Stock are insufficient to permit payment in respect thereof of the aggregate amount to which they are entitled under this Certificate of Designations upon such Liquidation Event, then the entire assets available to be distributed to the holders of Series B‑2 Preferred Stock and the Parity Stock shall be distributed pro rata among such holders of Series B‑2 Preferred Stock and Parity Stock based upon the aggregate amounts to which they would otherwise be entitled upon such Liquidation Event with respect to such Series B‑2 Preferred Stock or Parity Stock, as applicable.

(c)Notice of Liquidation Event. The Corporation shall provide written notice to Ares and each holder of Series B‑2 Preferred Stock at least 10 days prior to the consummation of a Liquidation Event.

Section 6.Voting Rights.

(a)Voting Rights Generally. Other than any voting rights provided by applicable law or as expressly provided by this Certificate of Designations, the holders of the Series B‑2 Preferred Stock (in their capacities as such) shall not have voting rights of shareholders under this Certificate of Designations, the Certificate of Incorporation, the Bylaws and the Securities Act of 1933, as amended, on account of the shares of Series B‑2 Preferred Stock from time to time held by such holders.

(b)Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B‑2 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries not to, directly or

indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of Ares:

(i)create, or authorize the creation of, or issue or obligate itself to issue any shares of, (A) Senior Stock, (B) other than pursuant to the Series A Exchange Agreement or the Rights Offering, Parity Stock (including any Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B‑3 Preferred Stock), (C) any Capital Stock that votes as a single class with the Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B‑3 Preferred Stock on any of the matters which require the consent of the holders of a majority of the Series B‑2 Preferred Stock pursuant to this Section 6, or (D) any Capital Stock of a Subsidiary of the Corporation, other than issuances by a wholly owned Subsidiary of the Corporation to the Corporation;

(ii)reclassify, alter or amend any Capital Stock of the Corporation or its Subsidiaries if such reclassification, alteration or amendment would render such other Capital Stock senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B‑3 Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends;

(iii)enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with any other Person pursuant to which the Corporation or such Subsidiary would not be the surviving entity in such transaction, if as a result of such transaction, any capital stock or equity or equity-linked securities of such Person would rank senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B‑3 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the surviving entity or such Subsidiary;

(v)authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B‑3 Preferred Stock will be redeemed, paid or purchased in full at the price specified in this Certificate of Designations, the Second Amended Series B‑1 Certificate of Designations or the Series B‑3 Certificate of Designations, as applicable;

(vi)alter, amend, supplement, restate, waive or otherwise modify any provision of this Certificate of Designations or any other governing document of the Corporation (including the Certificate of Incorporation, Bylaws and any other Certificate of Designations) in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of the Series B‑2 Preferred Stock; provided that any amendments that are either (i) adversely disproportionate to holders of the Series B‑2 Preferred Stock as compared to other holders of the Series B‑2 Preferred Stock or holders of Series B‑1 Preferred Stock or holders of Series B‑3 Preferred Stock or (ii) adversely affect the definition of Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii) shall require the prior written approval of each adversely affected holder of Series B‑2 Preferred Stock;

(viii)at any time when the Corporation is prohibited from making Class A Cash Dividends pursuant to Section 4(d), utilize the restricted payment basket set forth in Section 8.05(l) of the Credit Agreement for any purpose other than (A) making a Series B‑2 Preferred Cash Dividend or redeeming, repurchasing or otherwise retiring Series B‑2 Preferred Stock, (B) making cash dividend payments on Series B‑1 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑1 Preferred Stock, in accordance with the Second Amended Series B‑1 Certificate of Designations and (C) making cash dividend payments on Series B‑3 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑3 Preferred Stock, in accordance with the Series B‑3 Certificate of Designations, provided that, in the case of each of clauses (A), (B) and (C), (x) any dividends paid in respect of each share of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B‑3 Preferred Stock shall be made on a Pro Rata Dividend Basis and (y) any redemptions, repurchases or other retirements of shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B‑3 Preferred Stock shall comply with Section 7(h);

(x)increase the size of the Board;

(xi)conduct any business or enter into or conduct any transaction or series of transactions with, or for the benefit of, any Affiliate of the Corporation (other than transactions with or among wholly-owned Subsidiaries of the Corporation) other than (A) compensation of members of the Board and officers, in their capacity as such, as approved by the Board, (B) payments of dividends on and redemption or repurchase of Series A Preferred Stock or Series B Preferred Stock, (C) actions taken pursuant to any agreement with an Affiliate in effect as of the Closing Date or (D) transactions with portfolio companies of Affiliates of the Corporation, including portfolio companies or Subsidiaries of any parent company of any Affiliate (including, with respect to Oaktree, Brookfield Asset Management, Inc.), in the ordinary course of business on arms-length terms; or

(c)SAIIA Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B‑2 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries (other than SAIIA Holdings, LLC (“SAIIA”) and Subsidiaries of SAIIA as of the date hereof) not to, directly or indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of Ares:

(i)enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with SAIIA or any of its Subsidiaries;

(e)“As If Converted” Voting. From and after such time as the Conversion Conditions are satisfied, on each matter submitted to a vote of the stockholders of the Corporation other than the election of directors, the shares of Series B Preferred Stock shall vote with the Common Stock as a single class. Each share of Series B-2 Preferred Stock shall have a number of votes equal to the number of shares of Common Stock that such share of Series B-2 Preferred Stock would have been converted into pursuant to Section 12(c) hereof as of the record date for the applicable vote of stockholders (without giving effect to the Conversion Floor (as hereinafter defined)), with such record date being deemed for purposes of this Section 6(e) to be the Conversion Date under Section 12(c); provided, that, for so long as the Company is subject to the NASDAQ Marketplace Rules, for purposes of any shareholder approvals required pursuant to Nasdaq Marketplace Rule 5635(a), (b), (c) and (d) as in effect on the date hereof, each share of Series B-2 Preferred Stock shall have a number of votes determined by dividing (i) the Stated Value plus, without duplication, accrued and unpaid dividends as of the record date for the applicable vote of stockholders by (ii) the greater of (a) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the record date for the applicable vote of stockholders and (b) $2.83 (equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B-2 Preferred

Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction).

Section 7.Redemption Rights.

(a)Redemption Events.

(i)The Corporation may, at any time and from time to time, redeem all or any portion of the shares of Series B‑2 Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any such redemption shall be on a pro rata basis among the holders of Series B‑2 Preferred Stock in accordance with the number of shares of Series B‑2 Preferred Stock then held by such holders.

(ii)On February 15, 2025 (the “Mandatory Redemption Date”), the Corporation shall redeem all shares of Series B‑2 Preferred Stock then outstanding at the Mandatory Redemption Price per share. There shall be no premium or penalty payable in connection with any such mandatory redemption.

(iii)Concurrently with and as a condition to the consummation of a Change of Control, subject to the prior repayment in full of the obligations under the Credit Agreement as required pursuant to the terms thereof, the Corporation shall repurchase all Series B‑2 Preferred Stock then outstanding at the Optional Redemption Price per share.

(iv)In the event of a Qualifying Equity Sale, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Qualifying Equity Sale), use all of the Net Cash Proceeds from such Qualifying Equity Sale to redeem the maximum number of shares of Series B‑2 Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the Optional Redemption Price per share; provided that any such redemption shall be on a pro rata basis among the holders of Series B‑2 Preferred Stock in accordance with the number of shares of Series B‑2 Preferred Stock then held by such holders; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (iv) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions).

(v)In the event of a Significant Disposition, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Significant Disposition), use all of the Net Cash Proceeds from such Significant Disposition to redeem the maximum number of shares of Series B‑2 Preferred Stock that are redeemable from such Net Cash Proceeds from such Significant Disposition at the Optional Redemption Price per share; provided that (x) any such redemption shall be on a pro rata basis among the holders of Series B‑2 Preferred Stock in accordance with the number of shares of Series B‑2 Preferred Stock then held by such holders and (y) if any portion of the consideration from such Significant Disposition is not in the form of cash consideration, then for purposes of this clause (v) any such non-cash consideration shall be included in the calculation of Net Cash Proceeds as and when converted to cash; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (v) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions).

For the avoidance of doubt, all redemptions under this Section 7(a) shall be subject to compliance with Section 7(h).

(b)Redemption Price. The “Optional Redemption Price” shall be a price per share of Series B‑2 Preferred Stock in cash equal to the greater of (i) the Stated Value thereof plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption and (ii) $1,500, plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption, minus the amount of any Series B‑2 Preferred Cash Dividends actually paid on such share of Series B‑2 Preferred Stock since the Amendment Date.

The “Mandatory Redemption Price” shall be a price per share of Series B‑2 Preferred Stock in cash equal to the Stated Value thereof plus all accumulated and unpaid dividends thereon calculated through the day prior to such redemption.

To the fullest extent permitted by law, if the Corporation pays or makes available in accordance with Section 7(f) to the holder of a share of Series B‑2 Preferred Stock the Optional Redemption Price or Mandatory Redemption Price, as applicable, in respect of such share of Series B‑2 Preferred Stock when and as required, such share of Series B‑2 Preferred Stock shall be cancelled notwithstanding failure of the holder thereof to return the certificate representing such share; provided that such cancellation shall not impair the right of the holder of such share to subsequently receive the amount that has been made available.

(c)Notice of Redemption. Except as otherwise provided herein, the Corporation shall provide written notice (a “Redemption Notice”) to each record holder of Series B‑2 Preferred Stock of any redemption not more than 60 nor less than 10 days prior to the date on which such redemption is to be made. Such notice shall set forth in reasonable detail the date on which such redemption is to be made (the “Redemption Date”) and a calculation specifying the amount owed to such holder by the Corporation in respect of each share of Series B‑2 Preferred Stock held by such holder as of the Redemption Date. To the extent that any redemption is being made in connection with the occurrence of one or more events, the Corporation may make the redemption contingent upon consummation of such event.

(d)Redemptions of Less than All Shares. If the Corporation is redeeming less than all of the shares of Series B‑2 Preferred Stock then outstanding, except as otherwise expressly set forth in Section 7(h), the Corporation shall redeem such number of shares of Series B‑2 Preferred Stock and each class or series of Parity Stock required to be redeemed, if any, such that the amount payable to each holder of Series B‑2 Preferred Stock and Parity Stock in respect of such shares of Series B‑2 Preferred Stock and/or Parity Stock, as the case may be, upon a Liquidation Event immediately after consummation of such redemption bears, as nearly as practicable, the same proportion to the total amount payable to holders of Series B‑2 Preferred Stock and Parity Stock upon a Liquidation Event in respect of such shares immediately prior to consummation of such redemption. In the event that, for any holder of Series B‑2 Preferred Stock, fewer than the total number of shares of Series B‑2 Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares of Series B‑2 Preferred Stock shall be issued to the holder thereof without cost to such holder within five Business Days after surrender of the certificate representing the redeemed shares of Series B‑2 Preferred Stock.

(e)Other Redemptions or Acquisitions. Nothing herein shall be deemed to limit the right of the Corporation to purchase such Series B‑2 Preferred Stock from time to time.

(f)Effectiveness of Redemption. If a Redemption Notice has been duly given and if, on or before the Redemption Date specified in the Redemption Notice, all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust or escrow for the pro rata benefit of the holders of shares of Series B‑2 Preferred Stock called for redemption, so as to be and continue to be available therefor (subject to applicable escheat laws), or deposited by the Corporation with a bank or trust company in trust or escrow for the pro rata benefit of the holders of the shares of Series B‑2 Preferred Stock called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the Redemption Date, all shares of Series B‑2 Preferred Stock so called for redemption shall be cancelled and shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such Redemption Date, and all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate without further liability to, or obligation of, the Corporation, except only the right of the holders thereof to receive the Optional Redemption Price or Mandatory Redemption Price, as applicable, without interest.

(g)Tax Treatment of Redemption.

(i)The Corporation and the applicable holder of any shares of Series B‑2 Preferred Stock being redeemed pursuant to this Section 7 shall use commercially reasonable efforts to structure any redemption of Series B‑2 Preferred Stock as a distribution received in full payment in exchange of such Series B‑2 Preferred Stock under Section 302(a) of the Code.

(ii)The Corporation shall not declare any accumulated but unpaid dividends on the Series B‑2 Preferred Stock in connection with any redemption of shares of the Series B‑2 Preferred Stock pursuant to this Section 7.

(iii)The Corporation shall report the redemption of any shares of Series B‑2 Preferred Stock as a sale or exchange and not as a dividend for U.S. federal income tax purposes as long as there is “substantial authority” for this reporting as defined in Treasury Regulations Section 1.6662-4(d)(2).

(h)Pro Rata Series B‑1 Redemptions, Pro Rata Series B‑2 Redemptions and Pro Rata Series B‑3 Redemptions. Notwithstanding anything to the contrary in this Certificate of Designations, in the Second Amended Series B‑1 Certificate of Designations or in the Series B‑3 Certificate of Designations, except for redemptions made pursuant to this Section 7(h) or the corresponding provisions of the Second Amended Series B‑1 Certificate of Designations or the Series B‑3 Certificate of Designations, (i) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑3 Preferred Stock (each, a “Series B‑3 Redemption”) on a Pro Rata Series B‑2 Redemption basis and on a Pro Rata Series B‑1 Redemption basis, completed substantially concurrently with the Series B‑2 Redemption and Series B‑1 Redemption (ii) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑1 Preferred Stock (each, a “Series B‑1 Redemption”) on a Pro Rata Series B‑2 Redemption basis and on a Pro Rata Series B‑3 Redemption basis, completed substantially concurrently with the Series B‑2 Redemption and Series B‑3 Redemption and (iii) the Corporation shall effect all redemptions, repurchases or other retirements of Series B‑2 Preferred Stock (each, a “Series B‑2 Redemption”) on a Pro Rata Series B‑1 Redemption basis and on a Pro Rata Series B‑3 Redemption basis, completed substantially concurrently with Series B‑1 Redemption and Series B‑3 Redemption. For the avoidance of doubt, any redemptions pursuant to this Section 7(h) shall be made in the same proportions of the outstanding “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designation) of Series B‑1 Preferred Stock, the outstanding “Stated Value” (as defined in the Series B‑3 Certificate of Designation) of Series B‑3 Preferred Stock and the outstanding Stated Value of Series B‑2 Preferred Stock in accordance herewith.

Section 8.Mandatory Redemption Failure. If the Corporation has not redeemed all shares of Series B‑2 Preferred Stock then outstanding in accordance with Section 7 of this Certificate of Designations within sixty (60) days following the Mandatory Redemption Date, then during the period from the sixtieth (60) day following the Mandatory Redemption Date until the date upon which all shares of Series B‑2 Preferred Stock then outstanding are redeemed in full in accordance with Section 7 of this Certificate of Designations, the following provisions shall apply:

(b)the size of the Board shall be increased such that holders of Series B Preferred Stock shall, so long as any shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B‑3 Preferred Stock remain outstanding, at all times have the right to designate and appoint (and the corresponding right to remove and fill vacancies respecting) a majority of the members of the Board (including any committees thereof) acting by a vote of a majority of shares of the Series B‑l Preferred Stock, Series B‑2 Preferred Stock and Series B‑3 Preferred Stock voting together as a class; provided that, for so long as the Company is subject to the NASDAQ Marketplace Rules, the holders of Series B Preferred Stock shall only have such rights if on an as-converted basis calculated in accordance with Section 12(c) of the Series B Certificates (without giving effect to the Conversion Floor), the holders of Series B Preferred Stock and their Affiliates “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) greater than 50% of the voting power of the Common Stock and the Series B Preferred Stock voting as a single class; and

(c)the Accumulated Dividend Rate and the Cash Dividend Rate shall each be increased to a rate of 25% per annum on the Series B‑2 Preferred Stock until the redemption in full of all of the Series B‑2 Preferred Stock in accordance with the terms of this Certificate of Designations, and the corresponding definitions of “Accumulated Dividend Rate” and the “Cash Dividend Rate” of the Second Amended Series B‑1 Certificate of Designations and the Series B‑3 Certificate of Designations shall each be increased to a rate of 25% per annum on the Series B‑1 Preferred Stock and the Series B‑3 Preferred Stock until the redemption in full of all of the Series B‑1 Preferred Stock and Series B‑3 Preferred Stock in accordance with the terms of Second Amended Series B‑1 Certificate of Designations and the Series B‑3 Certificate of Designations, respectively.

Section 9.Status of Redeemed or Otherwise Reacquired Shares. Shares of Series B‑2 Preferred Stock redeemed, converted or otherwise purchased or acquired by the Corporation, in accordance with this Certificate of Designations, shall be canceled and retired and shall not be reissued, sold or transferred, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to retire such shares and reduce the authorized number of shares of Series B‑2 Preferred Stock accordingly.

Section 10.Preemptive Rights. Holders of Series B‑2 Preferred Stock, in their capacities as such, shall not have any preemptive rights.

Section 11.Transfers. Notwithstanding anything to the contrary in this Certificate of Designations, a holder of Series B‑2 Preferred Stock may transfer all or any portion of shares of such Series B‑2 Preferred Stock to any Person who is not, at the time of such transfer, a Competitor. For the avoidance of doubt, the restrictions, conditions, and obligations contained in this Certificate of Designations to which such holder of Series B‑2 Preferred Stock is subject shall continue to be applicable to and binding upon the transferee(s)

of such Series B‑2 Preferred Stock and the transferee(s) of such Series B‑2 Preferred Stock shall have agreed in writing to be bound by the provisions of this Certificate of Designations.

Section 12.Conversion.

(b)Conversion. Following the satisfaction of the Conversion Conditions, the holders of a majority of the outstanding Series B Preferred Stock may elect, by written notice to the Corporation to cause the Corporation to convert on the date specified in such notice (the “Conversion Date”), without the payment of additional consideration by any holder of Series B Preferred Stock, all or any portion of the issued and outstanding shares of Series B Preferred Stock into a number of shares of Common Stock determined in accordance with Section 12(c) on the terms described below and in the corresponding sections of the Second Amended Series B‑1 Certificate of Designations and the Series B‑3 Certificate of Designations. Notwithstanding any other provision hereof, if a conversion of Series B Preferred Stock pursuant to this Section 12(b) is to be made in connection with a transaction involving the Corporation, the conversion of the Series B Preferred Stock may, at the election of the holders of a majority of the outstanding Series B Preferred Stock, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. Each holder of Series B Preferred Stock shall do each of the following in order to receive shares of Common Stock issuable upon conversion of such holder’s shares of Series B Preferred Stock (the “Surrender Requirements”): (i) complete the conversion notice provided by the Conversion Agent, and deliver an executed copy of such notice to the Conversion Agent; (ii) deliver a certificate or certificates representing the shares of Series B Preferred Stock to be converted to the Conversion Agent, or, if such certificates have been lost, mutilated or destroyed, an affidavit of loss; (iii) if reasonably required by the Conversion Agent, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any stock transfer, documentary, stamp or similar taxes. The Conversion Agent shall, on behalf of all holders of Series B Preferred Stock, convert the Series B Preferred Stock into shares of Common Stock in accordance with this Certificate of Designations. On the Conversion Date, the shares of Series B Preferred Stock so converted will be canceled and will cease to be issued and outstanding (and all rights of the holder of such Series B Preferred Stock (in its capacity as such and only with respect to the shares of Series B Preferred Stock so converted) shall terminate without further liability to, or obligation of, the Corporation effective as of the Conversion Date) and the Common Stock issued upon such conversion in respect thereof shall be issued and outstanding (and no holder of shares of Series B Preferred Stock to be converted shall have any rights prior to the Conversion Date in respect of such Common Stock issued upon conversion). Notwithstanding the foregoing, any conversion of Series B Preferred Stock pursuant to this Section 12 and the corresponding Section 12 shall be on a pro rata basis with all shares of Series B Preferred Stock in proportion to the Stated Value of all Series B Preferred Stock and on a pro rata basis among the holders of Series B Preferred Stock in accordance with the number of shares of Series B Preferred Stock then held by such holders.

(c)Effect of Conversion. Subject to compliance by a holder of Series B Preferred Stock with the Surrender Requirements, the Corporation shall issue to such holder a number of shares of Common Stock

determined by dividing (i) the Stated Value plus, without duplication, accrued and unpaid dividends as of the Conversion Date for the share(s) of Series B Preferred Stock to be converted by (ii) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the Conversion Date; provided, that, for so long as the Company is subject to the NASDAQ Marketplace Rules, clause (ii) shall equal the greater of (a) the VWAP per share of Common Stock for the 30 consecutive Trading Days ending on the Trading Day immediately prior to the Conversion Date and (b) $0.28 (equitably adjusted for any stock dividend (including any dividend of securities convertible into or exchangeable for Series B-2 Preferred Stock or Common Stock), stock split (including a reverse stock split), stock combination, reclassification or similar transaction) (such amount in this clause (b) as so adjusted, the “Conversion Floor”).

(f)Taxes and Governmental Matters.

not be required to make any such issuance, delivery, or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the Corporation’s satisfaction, that such tax has been paid or is not payable.

Section 13.Special Approval re: Debtor Relief Laws. From February 15, 2024 until such time as there are no longer any shares of Series B‑2 Preferred Stock outstanding, the Corporation shall not, without the consent of a majority of the Independent Directors, (a) institute or consent to the institution of any proceeding with respect to the Corporation under any Debtor Relief Law; (b) make a general assignment for the benefit of creditors with respect to the Corporation; or (c) apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, ad hoc manager or similar officer for the Corporation or for all or any material part of the Corporation’s property.

Section 14.Board Designation Rights.

the number of shares of such Capital Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Dividends shall accrue on any Series B‑2 Preferred Stock represented by such new certificate from the date with respect to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Section 16.Tax Matters.

(a)Withholding. All payments and distributions (or deemed payments and distributions) on the shares of Series B‑2 Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by holders. The Corporation shall use commercially reasonable efforts to avoid or minimize any direct or indirect withholding taxes that may become due in connection with any payment or distribution (or deemed payment or distribution) on the Series B‑2 Preferred Stock; provided that such cooperation does not cause material detriment to the Corporation or any of its Subsidiaries. The Corporation shall not withhold any U.S. federal income taxes with respect to a holder if such holder provides a properly completed and executed Internal Revenue Service Form W-9, unless otherwise required pursuant to a change in applicable law occurring after the date hereof. Any payments by the Corporation in respect of the Series B‑2 Preferred Stock shall be made out of funds legally available for payment thereof and shall only be made to the extent that the payment thereof would not cause the Corporation to be rendered insolvent or to violate any law to which the Corporation is subject.

(c)Cooperation. Prior to issuing any Internal Revenue Service Form 1099 or reporting any other income or payment pursuant to Section 305 of the Code, in each case with respect to the Series B‑2 Preferred Stock, the Corporation shall provide Ares or IEA LLC, as applicable, with a draft of such reporting statement and the underlying calculations for the review and approval of Ares or IEA LLC, as applicable. To the maximum extent permitted by law, the Corporation shall not take an inconsistent position with respect to such reporting as approved by Ares or IEA LLC, as applicable, in any tax return or in connection with any tax audit. If at any time the Corporation believes it is not permitted under law to take a position approved by Ares or IEA LLC, as applicable, in any tax return or any tax audit, then the Corporation shall promptly notify Ares or IEA LLC, as applicable, in writing of such disagreement and cooperate, and direct its Affiliates and representatives to cooperate, in good faith with Ares or IEA LLC, as applicable, to give effect to such approved position to the greatest extent possible.

(d)The Corporation agrees that the Series B‑2 Preferred Stock is not “fast pay stock” as defined in Treasury Regulations Section 1.7701(l)-3(b) and shall not take any position inconsistent with such treatment.

Section 17.Record Holders. To the fullest extent permitted by applicable law, the Corporation may deem and treat the record holder of any share of the Series B‑2 Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 18.Notices.

(a)To Holders. All public announcements, notices or communications to the holders of, or otherwise in respect of, the Series B‑2 Preferred Stock shall be given or delivered for purposes of this

Certificate of Designations if given in writing and delivered in person or by first class mail, postage prepaid. All notices or communications shall also be given or delivered for purposes of this Certificate of Designations if given or delivered in such manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law or regulation. Furthermore, if the Series B‑2 Preferred Stock is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given or delivered to the holders of the Series B‑2 Preferred Stock in any manner permitted by such facility and such notices will be deemed given and delivered in compliance with this Certificate of Designations.

Section 19.Other Rights. The shares of Series B‑2 Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as expressly set forth herein, in the Certificate of Incorporation or as provided by applicable law and regulation.

Section 20.Remedies. The remedies available to the holders of Series B‑2 Preferred Stock under this Certificate of Designations shall be in addition to any other remedy to which such holders are entitled at law or in equity, and the election to pursue any such remedy shall not restrict, impair or otherwise limit the holders of Series B‑2 Preferred Stock from seeking to pursue any other remedy to which it is entitled under this Certificate of Designations, at law or in equity. Payment of the Optional Redemption Price or Mandatory Redemption, as applicable, in respect of a share of Series B‑2 Preferred Stock shall be in full satisfaction of any claim or remedy of a holder thereof in respect of such share of Series B‑2 Preferred Stock.

Section 21.Tax Treatment of Series B‑2 Preferred Stock. The Corporation and the holders shall treat the Series B‑2 Preferred Stock as equity for all applicable U.S. federal income, state and local income tax purposes, unless otherwise required by a change in applicable law occurring after the date hereof. For so long as any holder holds Series B‑2 Preferred Stock, such holder shall be a United States person for U.S. federal tax purposes that is eligible to, and that does, deliver a properly completed and executed Internal Revenue Service Form W-9 to the Corporation or any applicable withholding agent thereof. Notwithstanding anything to the contrary herein, no holder shall be entitled to transfer any Series B‑2 Preferred Stock to any person that is not a United States person for U.S. federal tax purposes, and any such transfer shall be void ab initio.

Section 22.Non-Circumvention. The Corporation shall not seek to avoid the observance or performance of any of the terms of this Certificate of Designations or the Second Amended Series B‑1 Certificate of Designations or the Series B‑3 Certificate of Designations, including, without limitation, by amending its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities.

IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Corporation by its Chief Executive Officer this 14th day of November, 2019.

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.


By:	/s/ John P. Roehm

Name: John P. Roehm

Title: Chief Executive Officer

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

INVESTOR RIGHTS AGREEMENT

DATED AS OF

November 14, 2019



Table of Contents
Article I	DEFINITIONS AND USUAGE	1
Section 1.1	Definitions	2
Section 1.2	Rules of Construction	4

Article II	REDEMPTION SALE	4
Section 2.1	Redemption Sale	4
Section 2.2	Redemption Sale Obligations	5
Section 2.3	Absence of Action to Delay	5
Section 2.4	Further Actions	6
Section 2.5	Disclaimer	6

Article III	TRANSFER	7
Section 3.1	Joinder Requirement	7
Section 3.2	Company Cooperation	7

Article IV	INDEMNIFICATION	7
Section 4.1	Right to Indemnification	7
Section 4.2	Prepayment of Expenses	8
Section 4.3	Claims	8
Section 4.4	Nonexclusivity of Rights	8
Section 4.5	Other Sources	8
Section 4.6	Indemnitor of First Resort	8

Article V	TERMINATION	8
Section 5.1	Term	8
Section 5.2	Survival	8

Article VI	REPRESENTATION AND WARRANTIES	9
Section 6.1	Representations and Warranties of Stockholders	9
Section 6.2	Representation and Warranties of the Company	9

Article VII	MISCELLANEOUS	10
Section 7.1	Entire Agreement	10
Section 7.2	Further Assurances	10
Section 7.3	Notices	10
Section 7.4	Governing Law	12
Section 7.5	Consent to Jurisdiction	12
Section 7.6	Equitable Remedies	12
Section 7.7	Construction	12
Section 7.8	Counterparts	12
Section 7.9	Third Party Beneficiaries	12
Section 7.10	Binding Effect	12
Section 7.11	Severability	12
Section 7.12	Reporting	13
Section 7.13	Adjustments Upon Change of Capitalization	13



Section 7.14	Amendments; Waivers	13
Section 7.15	Actions in Other Capacities	13

Signatures		14

Exhibit A		16

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2019 by and among (i) Infrastructure and Energy Alternatives, Inc., a Delaware corporation (the “Company”), (ii) Ares Special Situations Fund IV, L.P., a Delaware limited partnership (“ASSF IV”) and ASOF Holdings I, L.P., a Delaware limited partnership (“ASOF” and together with ASSF IV, “Ares”), (iii) Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“IEA LLC”) and OT POF IEA Preferred B Aggregator, L.P., a Delaware limited partnership (the “OT POF” and together with IEA LLC, “Oaktree”) and (iv) any Transferees who become party hereto in accordance with this Agreement (each of the Persons in the foregoing clauses (i)-(iv), a “Party” and collectively, the “Parties”).

WHEREAS, on May 20, 2019, certain commitment parties purchased shares of Series B-1 Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”), together with warrants to purchase shares of the Company’s Common Stock, pursuant to that certain Equity Commitment Agreement (the “Series B-1 Equity Commitment Agreement”, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof), dated as of May 14, 2019, between the Company, the commitment parties set forth therein and, (solely for purposes of Section 5.7, 5.8, 6.3 and 9.14 in the Series B-1 Equity Commitment Agreement), Oaktree Power;

WHEREAS, on August 30, 2019, certain commitment parties purchased shares of Series B-2 Preferred Stock, par value $0.0001 per share (the “Series B-2 Preferred Stock,”), together with warrants to purchase shares of the Company’s Common Stock, pursuant to that certain Equity Commitment Agreement (the “Series B-2 Equity Commitment Agreement”, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof), dated as of August 13, 2019, between the Company, the commitment parties set forth therein and the other parties set forth therein;

WHEREAS, on the date hereof, certain commitment parties purchased shares of Series B-3 Preferred Stock, par value $0.0001 per share (the “Series B-3 Preferred Stock,” and together with the Series A Preferred Stock (as defined herein), Series B-1 Preferred Stock and the Series B-2 Preferred Stock, “Preferred Stock”), together with warrants to purchase shares of the Company’s Common Stock, pursuant to that certain Equity Commitment Agreement (the “Series B-3 Equity Commitment Agreement”, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof), dated as of October 28, 2019 (the “Signing Date”), between the Company, the commitment parties set forth therein and the other parties set forth therein;

WHEREAS, on the Signing Date, IEA LLC was issued shares of Series B-3 Preferred Stock, together with warrants to purchase shares of the Company’s Common Stock, pursuant to that certain Preferred Stock Exchange Agreement, dated as of the Signing Date, between the Company, IEA LLC and the other parties set forth therein;

WHEREAS, pursuant to the terms of the Series B-1 Certificate of Designations, the Series B-2 Certificate of Designations and Series B-3 Certificate of Designations (together the “Series B Certificates”), the Company is obligated to redeem all (and not less than all) of the shares of Series B-1 Preferred Stock, Series B-2 Preferred Stock and the Series B-3 Preferred Stock (together, and to the extent outstanding as of the date hereof, the “Series B Preferred Stock”) on the Mandatory Redemption Date (as defined in the Series B Certificates) pursuant to and in accordance with the terms set forth in the Series B Certificates (such redemption, the “Mandatory Redemption”);

WHEREAS, ensuring that the Mandatory Redemption timely occurs in accordance with the Series B Certificates is in the best interest of the Company and all of the Company’s stockholders;

WHEREAS, Ares would not have consummated the transactions contemplated by the Series B-3 Equity Commitment Agreement (including, the purchase of Series B-3 Preferred Stock pursuant thereto) but for the entry into this Agreement by the other Parties with regard to the Series B-1 Preferred Stock, the Series B-2 Preferred Stock and the Series B-3 Preferred Stock; and

WHEREAS, the Parties desire to ensure that if the Mandatory Redemption fails to timely occur in accordance with the Series B Certificates, the Series B Preferred Holders are enabled to effect a Redemption Sale without any impediment from the Parties or other stockholders of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

Section 1.1Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided, any portfolio company of Oaktree Capital Management, L.P. or its Affiliates, that is not a portfolio company of Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership (“Oaktree Power”) (or any parallel or successor funds) shall be deemed not to be an “Affiliate” of Oaktree to the extent neither Oaktree Power nor any of its portfolio companies nor any officer, director, general partner or managing member of any of the foregoing has any material economic interest in, or exercises any control with respect to, any such portfolio company. For the purposes of this definition, “control” (including the terms “controlling” and “controlled”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of such subject Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Agreement” shall have the meaning assigned to such term in the Preamble.

“August 2019 IRA” means that certain Second Amended and Restated Investor Rights Agreement, dated as of August 30, 2019, by and between the Company, M III Sponsor I LLC, Oaktree, and the other parties listed thereto.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks are required or permitted to be closed in the State of California or the State of New York.

“By-Laws” means the by-laws of the Company, as they may be amended, restated or otherwise modified from time to time.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as it may be amended, restated or otherwise modified from time to time.

“Claim” shall have the meaning assigned to such term in Section 4.1.

“Common Stock” the Company’s common stock, par value $0.0001 per share.

“Company” shall have the meaning assigned to such term in the Preamble.

“Covered Person” shall have the meaning assigned to such term in Section 4.1.

“Exit Right Period” shall have the meaning assigned to such term in Section 2.2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor law or statute, in each case together with the rules and regulations promulgated thereunder.

“Fully Diluted Share Count” means, as of any date, the sum of (x) the number of shares of Common Stock outstanding on such date plus (y) the number of shares of Common Stock that may be issued pursuant to all restricted stock awards, restricted stock units, stock options and any other securities or rights (directly or indirectly) convertible into, exchangeable for or to subscribe for Common Stock that are outstanding on such date.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Mandatory Redemption” shall have the meaning assigned to such term in the Recitals.

“Necessary Series B Preferred Holders” shall have the meaning assigned to such term in Section 2.2(a)(iii).

“Other Indemnitors” shall have the meaning assigned to such term in Section 4.5.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, governmental authority, trust or other entity.

“Preferred Stock” shall have the meaning assigned to such term in the Recitals.

“Redemption Failure” shall have the meaning assigned to such term in Section 2.2.

“Redemption Sale” shall have the meaning assigned to such term in Section 2.2(a)(iii).

“SEC” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“SEC Documents” means the Company’s reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Act filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein.

“Series A Preferred Stock” means the Company’s Series A preferred stock, par value $0.0001 per share.

“Series B Certificates” shall have the meaning assigned to such term in the Recitals.

“Series B Preferred Holders” shall have the meaning assigned to such term in Section 2.1.

“Series B Preferred Stock” shall have the meaning assigned to such term in the Recitals.

“Series B-1 Certificate of Designations” means that certain Second Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of the Company, which sets forth the rights and obligations of the holders of Series B-1 Preferred Stock, and which has been filed with the Secretary of State of the State of Delaware on the date hereof.

“Series B-2 Certificate of Designations” means that certain Amended and Restated Certificate of Designations of Series B-2 Preferred Stock of the Company, which sets forth the rights and obligations of the holders of Series B-2 Preferred Stock, and which has been filed with the Secretary of State of the State of Delaware on the date hereof.

“Series B-3 Certificate of Designations” means that certain Certificate of Designations of Series B-3 Preferred Stock of the Company, which sets forth the rights and obligations of the holders of Series B-3 Preferred Stock, and which has been filed with the Secretary of State of the State of Delaware on the date hereof.

“Series B-1 Equity Commitment Agreement” shall have the meaning assigned to such term in the Recitals.

“Series B-2 Equity Commitment Agreement” shall have the meaning assigned to such term in the Recitals.

“Series B-3 Equity Commitment Agreement” shall have the meaning assigned to such term in the Recitals.

“Series B-1 Preferred Stock” shall have the meaning assigned to such term in the Recitals.

“Series B-2 Preferred Stock” shall have the meaning assigned to such term in the Recitals.

“Series B-3 Preferred Stock” shall have the meaning assigned to such term in the Recitals.

“Stockholder” shall mean any Party (other than the Company) so long as such Party owns any shares of capital stock of the Company (or securities convertible into such shares).

“Third Party” shall mean any Person (i) that is not Ares, Oaktree or an affiliate of Ares or Oaktree, (ii) that is not an affiliate of any holder of greater than 5% of any series of Series B Preferred Stock, and (iii) in which any holder of greater than 5% of any series of Series B Preferred Stock (including any affiliate of such holder) does not own a greater than 5% direct or indirect beneficial interest.

“Transfer” means any sale, assignment, bequest, conveyance, devise, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation, whether voluntary or involuntary or by operation of law. The terms “Transferred” and “Transferring” have correlative meanings.

Section 1.2Rules of Construction. In this Agreement and in the exhibits hereto, except to the extent that the context otherwise requires:

(a)the headings are for convenience of reference only and shall not affect the interpretation of this Agreement;

(b)defined terms include the plural as well as the singular and vice versa;

(c)words importing gender include all genders;

(d)a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and to all statutory instruments or orders made thereunder;

(e)any reference to a “day” shall mean the whole of such day, being the period of 24 hours running from midnight to midnight;

(f)references to Articles, Sections, subsections, clauses and Exhibits are references to Articles, Sections, subsections, clauses and Exhibits of and to, this Agreement;

(g)the words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation”; and

unless otherwise specified, references to any party to this Agreement or any other document or agreement shall include its successors and permitted assigns.

ARTICLE II

REDEMPTION SALE

Section 2.1Redemption Sale. The Parties acknowledge and agree that, pursuant to the terms of the Series B Certificates, the Company is obligated to redeem all (and not less than all) of the shares of the Series B Preferred Stock on the Mandatory Redemption Date (as defined in the Series B Certificates) pursuant to and in accordance with the terms set forth in the Series B Certificates. The Parties additionally acknowledge and agree that (a) the Mandatory Redemption served as an inducement to holders of the Series B Preferred Stock (collectively, the “Series B Preferred Holders”) to purchase the Series B Preferred Stock, (b) but for the Mandatory Redemption, the Series B Preferred Holders would not have purchased the Series B Preferred Stock, (c) ensuring that the Mandatory Redemption timely occurs in accordance with the Series B Certificates is in the best interest of the Company and all of the Company’s stockholders, and as such, the Board of Directors has approved (i) the issuance of the Series B Preferred Stock, including the provisions of the Series B Certificates relating to the Mandatory Redemption, and the provisions set forth in this ARTICLE II and (ii) the taking of all other actions required by this ARTICLE II, (d) as of the date hereof, based on the existing capitalization of the Company, Ares and Oaktree together will have the necessary voting power without the vote of any other stockholder to ensure effectiveness of the provisions hereof as of the date that is sixty days following the Mandatory Redemption Date (as defined in the Series B Certificates) and (e) the Company and the Stockholders hereby consent to and approve the provisions set forth in this ARTICLE II.

Section 2.2Redemption Sale Obligations.

(a)Notwithstanding anything to the contrary set forth herein or in the Series B Certificates, the Parties hereby agree that if the Company has not (x) redeemed all shares of Series B-1 Preferred Stock then outstanding in accordance with Section 7(a)(ii) of the Series B-1 Certificate of Designations within sixty (60) days following the B-1 Mandatory Redemption Date (as defined in the Series B-1 Certificate of Designations), (y) redeemed all shares of Series B-2 Preferred Stock then outstanding in accordance with Section 7(a)(ii) of the Series B-2 Certificate of Designations within sixty (60) days following the B-2 Mandatory Redemption Date (as defined in the Series B-2 Certificate of Designations) and (z) redeemed all shares of Series B-3 Preferred Stock then outstanding in accordance with Section 7(a)(ii) of the Series B-3 Certificate of Designations within sixty (60) days following the B-3 Mandatory Redemption Date (as defined in the Series B Certificate of Designations; and each of clauses (x), (y) and (z), a “Redemption Failure”), then during the period from the sixtieth (60) day following the B-1 Mandatory Redemption Date, the B-2 Mandatory Redemption Date and the B-3 Mandatory Redemption Date (as applicable), until the date upon which the Series B-1 Preferred Stock, the Series B-2 Preferred Stock and the Series B-3 Preferred Stock (as applicable) are redeemed in full in accordance with the Series B Certificates (the “Exit Right Period”), the following provisions shall apply:

(i)to the fullest extent permitted by applicable law, the Board of Directors of the Company shall owe a fiduciary duty to all of the Series B Preferred Holders and, accordingly, shall owe the same fiduciary duties to the Series B Preferred Holders and the holders of the Company’s Common Stock as if the Series B Preferred Stock and the Company’s Common Stock comprise a single class of common stock of the Company;

(ii)the size of the Board of Directors shall be increased such that the Series B Preferred Holders shall, so long as any shares of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock remain outstanding, have the right to designate and appoint (and the corresponding right to remove and fill vacancies respecting) a majority of the members of the Board of Directors (including any committees thereof) acting by a vote of a majority of shares of the Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock voting together as a class; provided that, for so long as the Company is subject to the NASDAQ Marketplace Rules, the Series B Preferred Holders shall only have such rights if on an as-converted basis calculated in accordance with Section 12(c) of the Series B Certificates (without giving effect to the Conversion Floor set forth and as defined therein), the Series B Preferred Holders and their Affiliates “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) greater than 50% of the voting power of the Common Stock and the Series B Preferred Stock voting as a single class;

(iii)the Accumulated Dividend Rate and the Cash Dividend Rate (each as defined in the respective Series B Certificate) shall each be increased to a rate of 25% per annum on the Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock until the redemption in full of all of the Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock in accordance with the terms of the Series B Certificates; and

(iv)the holders of a majority of the outstanding shares of the Series B Preferred Stock (the “Necessary Series B Preferred Holders”) shall have the right to cause the Company (A) in one or more transactions, to effect a sale (directly or indirectly) of some or all of the assets or equity of the Company and any of its Subsidiaries, or to sell (by merger, consolidation, sale of equity or otherwise) the Company and any of its Subsidiaries, to any Third Party (any such sale, a “Redemption Sale”) and (B) to use the proceeds of such a Redemption Sale to redeem in full (or if not in full, to the fullest extent such proceeds permit) the outstanding shares of the Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock, as applicable, and any remaining proceeds following a redemption in full of the outstanding shares of the Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock shall be available for distribution to holders of other classes of preferred stock or Common Stock of the Company or put to such other use as the Board of Directors may determine, in each case in accordance with the Company’s Certificate of Incorporation, the certificates of designation for any other classes of preferred stock and applicable law.

(b)The Company shall take all actions necessary or requested by the Necessary Series B Preferred Holders to implement and consummate any Redemption Sale and shall use (and cause its Subsidiaries to use) commercially reasonable efforts to cooperate to implement and consummate such Redemption Sale, including (without limitation) (i) preparing offering documents, (ii) facilitating due diligence by prospective purchasers, (iii) retaining the services of an investment bank designated by the Necessary Series B Preferred Holders, (iv) assisting in the drafting of definitive documentation, (v) entering into customary agreements with respect to the Redemption Sale and (vi) otherwise cooperating with the Necessary Series B Preferred Holders to implement and consummate any such Redemption Sale.

Section 2.3Absence of Action to Delay.

(a)From and after the date hereof and until such time as the Conversion Conditions (as defined in the Series B-3 Certificate of Designations) are satisfied, the Company shall not, and shall cause its Subsidiaries not to, take any actions that could reasonably be expected to delay, impede or prohibit a Redemption Sale (including, without limitation, the issuance of capital stock of the Company that would result in less than the required number of shares of the Company voting in favor of a Redemption Sale if a vote is required under applicable law or the Company’s governing documents (taking into account, for purposes of any such determination, that (x) any warrants to purchase Common Stock held by Ares and Oaktree would be exercised, (y) any shares of Common Stock (including those issued upon exercise of the warrants described in clause (x)) and any shares of Series B Preferred Stock (to the extent entitled to vote with respect to a Redemption Sale), in each case, held by Ares and Oaktree required to vote in favor of the Redemption Sale pursuant to Section 2.4 below are so voted, and (z) assuming for these purposes that all other shares of capital stock with the right to vote with respect to a Redemption Sale vote against a Redemption Sale); provided, that such restriction on the issuance of capital stock shall not apply with respect to (i) issuances of Common Stock at a time when the Total Net Leverage Ratio (as defined in the Credit Agreement as in effect on the date hereof, excluding, for purposes of determining such ratio, cash on the consolidated balance sheet of the Company at such time in excess of $50,000,000 but including the Stated Value (as defined in the Series B Certificates) of the then outstanding Series B-1 Preferred Stock, the then outstanding Series B-2 Preferred Stock and the then outstanding Series B-3 Preferred Stock in the calculation of Consolidated Total Debt (as

defined in the Credit Agreement as in effect on the date hereof)) would be less than 4.00 to 1.00 after giving effect to the issuance of such capital stock, (ii) issuances of non-voting stock of the Company or any of its Subsidiaries that would not have the right under applicable law to vote on a Redemption Sale, (iii) issuances of Common Stock pursuant to the Company’s director, management, employee or consultant incentive plans which have been duly approved by the Board of Directors and (iv) issuances of Common Stock to any Person that irrevocably agrees in writing (and irrevocably agrees in writing that its transferees will), which writings shall be subject to the prior approval of the Necessary Series B Holders, vote in favor of any and all Redemption Sales requested by the Necessary Series B Preferred Holders).

(b)From and after the date hereof, the Company shall not, and shall cause its Subsidiaries not to, take any actions that would reasonably be expected to delay, impede or prohibit a Redemption Sale (including, without limitation, the issuance of Junior Stock (as defined in the Series B-3 Certificate of Designations) (other than Common Stock) that either (i) is entitled to vote as a separate class or otherwise on any manner related to the Redemption Sale, including a merger effecting a Redemption Sale or (ii) (A) is convertible into shares of Common Stock and (B) if so converted on the date of the issuance of such Junior Stock would result in less than the required number of shares of the Company voting in favor of a Redemption Sale if a vote is required under applicable law or the Company’s governing documents (taking into account, for purposes of any such determination, that (x) any warrants to purchase Common Stock held by Ares would be exercised, (y) any shares of Common Stock (including those issued upon exercise of the warrants described in clause (x)) and any shares of Series B Preferred Stock (to the extent entitled to vote with respect to a Redemption Sale), in each case, held by Ares required to vote in favor of the Redemption Sale pursuant to Section 2.4 below are so voted, and (z) assuming for these purposes that all other shares of capital stock with the right to vote with respect to a Redemption Sale vote against a Redemption Sale)).

Section 2.4Further Actions. Each Stockholder hereby agrees (but only in its capacity as a stockholder, and not in any capacity as an officer or director of the Company, such Stockholder might have), during the Exit Right Period, to (i) vote all securities of the Company held by such Stockholder to ensure that the provisions set forth in Sections 2.2 and 2.3 shall be effectuated to the fullest extent permitted by applicable law (including, for the avoidance of doubt, voting all securities of the Company held by such Stockholder in favor of the Redemption Sale), (ii) vote in favor of any action required to ensure that the provisions set forth in this ARTICLE II and Sections 6(e), 8, 12 and 13 of the Series B-3 Certificate of Designations remain in full force and effect in accordance with their respective terms and (iii) vote against any actions by the Company or any of its Subsidiaries or any other Person that would reasonably be expected to delay, impede or prohibit the transactions contemplated by this ARTICLE II. In addition, during the Exit Right Period, each Stockholder hereby agrees to (i) waive any dissenter or appraisal rights that such Party may have with respect to a Redemption Sale, (ii) sell all of such Stockholder’s shares and participate in such a Redemption Sale, including by executing and delivering instruments of conveyance and Transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for Transfer and any similar or related documents, each on terms and conditions substantially similar to the other Stockholders and other holders of the applicable class of shares of the Company and making (as to itself) to the proposed purchaser the same representations, warranties, covenants, indemnities and agreements as the other holders agree to make to the proposed purchaser (provided, that (A) the representations, warranties, covenants and indemnities provided by such holders are made severally and not jointly, (B) each Stockholder shall only be required to make customary fundamental representations and warranties as to itself, including, respecting its organization, the unencumbered title to its shares, the power, authority and legal right to Transfer such shares and enter into and consummate the applicable agreements, and that the consummation of the applicable transactions does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both would constitute) a default under any agreement to which such Stockholder is a party or, if such Stockholder is an entity, the organizational documents of such Stockholder, (C) such Stockholder’s liability pursuant to such Redemption Sale shall not exceed the cash consideration actually received by such Stockholder and (D) if any Redemption Sale involves the sale of more than one class of shares, the proceeds thereof shall be allocated in accordance with the terms of such shares pursuant to the applicable certificate of designation or otherwise) and (iii) not deposit, and to cause their respective Affiliates not to deposit, except as provided in this Agreement, any shares owned by such Stockholder or Affiliate in a voting trust or subject any shares to any arrangement or agreement with respect to the voting of such shares in a manner inconsistent with this Agreement.

Section 2.5Disclaimer. EACH STOCKHOLDER HEREBY ACKNOWLEDGES AND AGREES THAT (a) A REDEMPTION SALE EFFECTED PURSUANT TO THIS AGREEMENT AND THE SERIES B CERTIFICATES MAY RESULT IN SUCH STOCKHOLDER RECEIVING NO VALUE FOR SUCH STOCKHOLDER’S SECURITIES, (b) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF WHETHER OR NOT TO ENTER INTO THIS AGREEMENT, AND (c) IT WILL HAVE NO CLAIM AGAINST ANY OF THE SERIES B HOLDERS OR ANY OF THEIR RESPECTIVE AFFILIATES WITH RESPECT THERETO ARISING OUT OF OR

IN CONNECTION WITH A REDEMPTION SALE OTHER THAN TO THE EXTENT DUE TO THE SERIES B HOLDERS’ BAD FAITH OR BREACH OF THIS AGREEMENT.

ARTICLE III

TRANSFER

Section 3.1Joinder Requirement.

(a)From and after the date hereof until such time as the holders of the Corporation’s capital stock entitled to vote on such matters approve the issuance of the Common Stock upon conversion of the Series B Preferred Stock in compliance with Nasdaq Marketplace Rule 5635, it shall be a condition to the Transfer by a Stockholder of any capital stock of the Company (or securities convertible or exchangeable into capital stock of the Company), to any Person (the “Transferee”) who is not a Party to this Agreement, that such Transfer shall not be effected unless and until the Transferee executes and delivers to the Company and the Stockholders a joinder to this Agreement, in form and substance reasonably acceptable to Ares, in which such Transferee agrees to be a “Party” and a “Stockholder” for all purposes of this Agreement, including Article II, and which provides that such Transferee shall be bound by and shall fully comply with the terms of this Agreement. For the avoidance of doubt, this Section 3.1 shall not apply to any hedging or other derivative transactions in respect of shares of Common Stock of the Company, so long as the applicable Stockholder retains the exclusive right to vote such shares.

(b)Notwithstanding Section 3.1(a), at all times, it shall be a condition to the Transfer by a Stockholder of any capital stock of the Company (or securities convertible or exchangeable into capital stock of the Company) to any Transferee who is an Affiliate of such Stockholder and not a Party to this Agreement, that such Transfer shall not be effected unless and until the Transferee executes and delivers to the Company and the Stockholders a joinder to this Agreement, in form and substance reasonably acceptable to Ares, in which such Transferee agrees to be a “Party” and a “Stockholder” for all purposes of this Agreement, including Article II, and which provides that such Transferee shall be bound by and shall fully comply with the terms of this Agreement.

Section 3.2Company Cooperation. Any Transfer made in contravention of Section 3.1 shall be null and void. In furtherance of the foregoing, the Company hereby covenants and agrees that it will not, and each Stockholder irrevocably and unconditionally acknowledges and agrees (with respect to the securities owned by such Stockholder) that the Company will not (and waives any rights against the Company in relation thereto) recognize any Transfer or agreement (other than this Agreement, or Transfers effected in accordance with this Agreement) on any of the stockholder securities subject to this Agreement.

ARTICLE IV

INDEMNIFICATION

Section 4.1Right to Indemnification. The Company shall indemnify, hold harmless, reimburse and pay to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Ares, each Stockholder (other than Oaktree) and its respective Affiliates (other than the Company and its Subsidiaries) and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, managers, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Covered Persons”) from and against any and all losses, claims, damages, liabilities, expenses (including the cost of investigation and defense and reasonable attorneys’ fees and expenses), judgments, penalties, fines and amounts paid in settlement (including interest, assessments and other charges paid or payable in connection with or in respect of such losses, claims, damages, liabilities, expenses, judgments, penalties, fines and amounts paid in settlement) (collectively, “Losses”) sustained or suffered by any such Covered Person based upon, relating to, arising out of, or by reason of any third party or governmental claims actions, suits, proceedings, whether civil, criminal, administrative or investigative, relating to such Covered Person’s status as a stockholder or controlling person of the Company (including any and all losses, claims, damages or liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any equity securities of the Company or to any fiduciary obligation or other duty owed (or purportedly owed) by any Covered Person in its capacity as such), including in connection with any third party or governmental claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as a stockholder or controlling person, including claims alleging so-called control person liability or

securities law liability (any such claim, action, suit or proceeding, a “Claim”). For the avoidance of doubt, (i) the foregoing indemnification rights shall not apply to Oaktree and (ii) Oaktree shall remain entitled to the indemnification provisions set forth in Article VI of the August 2019 IRA.

Section 4.2Prepayment of Expenses. To the extent not prohibited by applicable law, the Company shall pay the expenses (including the cost of investigation and defense and reasonable attorneys’ fees and expenses) incurred by a Covered Person in defending any Claim in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of such Claim shall be made only upon receipt of an undertaking by such Covered Person to repay all amounts advanced if it should be ultimately determined that such Covered Person is not entitled to be indemnified under this ARTICLE VI or otherwise.

Section 4.3Claims. If a claim for indemnification or advancement of expenses under this ARTICLE VI is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Company, such Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4.4Nonexclusivity of Rights. The rights conferred on any Covered Person by this ARTICLE VI shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation or By-Laws or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.5Other Sources. Subject to Section 4.6, the Company’s obligation, if any, to indemnify, hold harmless, reimburse and pay or to advance expenses to any Covered Person shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from any other Person.

Section 4.6Indemnitor of First Resort. The Company hereby acknowledges that the Covered Persons may have certain rights to advancement and/or indemnification by Ares or its Affiliates (in each case, other than the Company and collectively, the “Other Indemnitors”). In all events, (a) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation of the Other Indemnitors (including any Affiliate thereof other than the Company) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Other Indemnitors to provide insurance coverage, for any of the same Losses incurred by such Covered Person are secondary and (b) if any Other Indemnitor (or any Affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) such Other Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Company shall fully indemnify, hold harmless, reimburse and pay such Other Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Other Indemnitor (or such other Affiliate, as the case may be).

ARTICLE V

TERMINATION

Section 5.1Term. The terms of this Agreement shall terminate, and be of no further force and effect (a) upon the date on which there are no shares of Series B Preferred Stock issued and outstanding, and (b) prior to such date, with respect to any Stockholder, upon the Transfer, made in accordance with Article III, of all (but not less than all) of the shares of capital stock of the Company (or securities convertible into such shares) held by such Stockholder.

Section 5.2Survival. If this Agreement is terminated pursuant to Section 5.1, with respect to the applicable Parties only, this Agreement shall become void and of no further force and effect with respect to such Parties, except for: (i) the provisions set forth in this Section 5.2, ARTICLE IV, and ARTICLE VII, (ii) the rights of the Stockholders with respect to the breach of any provision hereof by the Company prior to such termination and (iii) the liability of any Stockholder for the breach by such Stockholder of its obligation under this Agreement occurring on or prior to a termination

of this Agreement with respect to such Stockholder pursuant to Section 5.1(b), which shall, in each case of clauses (i), (ii) and (iii), survive the termination of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 6.1Representations and Warranties of Stockholders.

(a)Each Stockholder individually represents and warrants to the Company that (a) such Stockholder is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly executed by such Stockholder and is a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms; and (c) the execution, delivery and performance by such Stockholder of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both would constitute) a default under any agreement to which such Stockholder is a party or, if such Stockholder is an entity, the organizational documents of such Stockholder.

(b)Oaktree represents and warrants to the Company and Ares that, as of the Signing Date, Oaktree has beneficial ownership (as defined in Rule 13d-3 and Rule 13d-5 of the Exchange Act) of the number of shares of each class of capital stock in the Company set forth on Exhibit A hereto.

Section 6.2Representations and Warranties of the Company.

(a)The Company represents and warrants to each of the Stockholders that (i) the Company is duly authorized to execute, deliver and perform this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; and (iii) the execution, delivery and performance by the Company of this Agreement does not violate or conflict with or result in a breach by the Company of or constitute (or with notice or lapse of time or both would constitute) a default by the Company under the Certificate of Incorporation or By-Laws, any existing applicable law, rule, regulation, judgment, order, or decree of any Governmental Entity exercising any statutory or regulatory authority of any of the foregoing, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or Affiliates or any of their respective properties or assets, or any agreement or instrument to which the Company or any of its Subsidiaries or Affiliates is a party or by which the Company or any of its Subsidiaries or Affiliates or any of their respective properties or assets may be bound.

(b)Equity Capitalization.

(i)Authorized and Outstanding Capital Stock. As of the Signing Date, the authorized capital stock of the Company consists of (A) 100,000,000 shares of common stock, of which, 22,252,489 are issued and outstanding, (B) 1,000,000 shares of Preferred Stock, 34,965 of which are issued and outstanding as the Series A Preferred Stock, 50,000 of which are issued and outstanding as the Series B-1 Preferred Stock, 50,000 of which are issued and outstanding as the Series B-2 Preferred Stock and 80,000 of which are issued and outstanding as the Series B-3 Preferred Stock. 13,722 shares of common stock are held in the treasury of the Company. Except for the foregoing Capital Stock, the Company has no other Capital Stock authorized, reserved for issuance or outstanding.

(ii)Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any of its Subsidiaries’ Capital Stock is subject to preemptive rights or any other similar rights or restrictions or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any Capital Stock of the Company or any of its Subsidiaries, or Contracts by which the Company or any of its Subsidiaries is or may become bound to issue additional Capital Stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any Capital Stock of the Company or any of its Subsidiaries; (C) there are no Contracts under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no Contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments or capital stock containing anti-dilution or similar provisions that will be triggered by the issuance of the securities; (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and

(G) there are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by they are bound relating to the voting of any shares, interests or capital stock of the Company or any of its Subsidiaries.

(iii)Warrants. As of the Signing Date, the aggregate number of Warrants (as defined in the Series B Certificates) represent (on an as-if-converted to common stock basis) 13.1% of the issued and outstanding common stock of the Company based on the Company’s Fully Diluted Share Count (including any outstanding securities, shares of Common Stock subject to repurchase rights, shares of Common Stock issued or issuable upon conversion of the Preferred Stock and any warrants and options authorized or reserved under a plan but not granted or issued and treating all outstanding securities of the Company that are convertible into or exercisable or exchangeable for shares of Common Stock as the maximum number of shares of Common Stock issuable with respect to such securities as of the signing date). The Company will comply with the terms of the Warrant Certificate (as defined in the Series B Certificates), including the reservation of such number of shares of Common Stock of the Company required for the conversion of the Warrants in accordance with the Warrant Certificate.

ARTICLE VII

MISCELLANEOUS

Section 7.1Entire Agreement. Subject to the last sentence of Section 4.1 herein, this Agreement, together with documents contemplated hereby, constitute the entire agreement between the Parties pertaining to the subject matter hereof and fully supersede any and all prior or contemporaneous agreements or understandings between the Parties pertaining to the subject matter hereof.

Section 7.2Further Assurances. Each of the Parties does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other actions as may be required by law or reasonably necessary to effectively carry out the intent and purposes of this Agreement.

Section 7.3Notices. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or to an officer of the Person to whom the same is directed, (b) sent by facsimile, overnight mail or registered or certified mail, return receipt requested, postage prepaid, or (c) sent by e-mail, with electronic or written confirmation of receipt, in each case addressed as follows:

(i) if to the Company:

Infrastructure and Energy Alternatives, Inc.

6325 Digital Way, Suite 460

Indianapolis, Indiana 46278

Attn: Gil Melman, Esq.

Tel: (765) 828-3513

Email: Gil.Melman@iea.net

with a copy to:



Kirkland & Ellis LLP 333 South Hope Street, 29th Floor Los Angeles, CA 90071 Attn: Tana Ryan, P.C. Facsimile:(213) 680-8500 Email: tryan@kirkland.com	Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attn: Michael Kim Facsimile: (212) 446-4900 Email: michael.kim@kirkland.com
Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attn: Maurice Lefkort, Esq, Bradley Friedman, Esq. Telephone:(212) 728-8239, (212) 728-8514 Email: mlefkort@willkie.com, bfriedman@willkie.com

(ii) if to Ares, to:

c/o Ares Management LLC

2000 Avenue of the Stars, 12th Floor

Los Angeles, CA 90067

Email: sgraves@aresmgmt.com

PEGeneralCounsel@aresmgmt.com

Attention: Scott Graves

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Kenneth Schneider, Esq.

Chaim P. Theil, Esq.

Tel: (212) 373-3303

(212) 373-3448

Email: kschneider@paulweiss.com

ctheil@paulweiss.com

(iii) if to Oaktree, to:

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Ian Schapiro

Peter Jonna

Email: ischapiro@oaktreecapital.com

pjonna@oaktreecapital.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Ellen N. Ching

Facsimile: (212) 492-0241

Email: eching@paulweiss.com

(iv) if to any other Stockholder, to the address and facsimile number of such Stockholder set forth in the records of the Company.

Any such notice shall be deemed to be delivered, given and received for all purposes as of: (A) the date so delivered, if delivered personally, (B) upon receipt, if sent by facsimile or e-mail, or (C) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed.

Section 7.4Governing Law. ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND SPECIFICALLY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

Section 7.5Consent to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE COMPANY) SHALL BE BROUGHT SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND EACH PARTY HERETO HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE COMPANY. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 7.6Equitable Remedies. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Court of Chancery of the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the Parties. Each Party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 7.7Construction. This Agreement shall be construed as if all Parties prepared this Agreement.

Section 7.8Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same agreement.

Section 7.9Third Party Beneficiaries. Except as set forth in ARTICLE VI nothing in this Agreement, express or implied, is intended or shall be construed to give any Person other than the Parties (or their respective legal representatives, successors, heirs and distributees) any legal or equitable right, remedy or claim under or in respect of any agreement or provision contained herein, it being the intention of the Parties that this Agreement is for the sole and exclusive benefit of such Parties (or such legal representatives, successors, heirs and distributees) and for the benefit of no other Person.

Section 7.10Binding Effect. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors of the Parties. Each Transferee shall be subject to all of the terms of this Agreement, and by taking and holding such shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement. Notwithstanding the foregoing, no successor or assignee of the Company shall have any rights granted under this Agreement until such Person shall acknowledge its rights and obligations hereunder by a signed written statement of such Person’s acceptance of such rights and obligations.

Section 7.11Severability. In the event that any provision of this Agreement as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of the Agreement as a whole.

Section 7.12Reporting. Each Party acknowledges and agrees that nothing in this Agreement shall be deemed to create a group between any of (i) Ares and its Affiliates, on the one hand, and (ii) Oaktree and its Affiliates, on the other hand and that the Parties shall not take a reporting position that is inconsistent with the foregoing without the prior consent of Ares and Oaktree.

Section 7.13Adjustments Upon Change of Capitalization. In the event of any change in the outstanding Common Stock, by reason of dividends, splits, reverse splits, spin-offs, split-ups, recapitalizations, combinations, exchanges of shares and the like, the term “Common Stock” shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are received in exchange for or in respect of Common Stock.

Section 7.14Amendments; Waivers.

(a)No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Ares and Oaktree, or in the case of a waiver, by (i) the Company if such waiver is to be effective against the Company, (ii) Ares if such waiver is to be effective against Ares or (iii) Oaktree if such waiver is to be effective against Oaktree.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.15Actions in Other Capacities. Nothing in this Agreement shall limit, restrict or otherwise affect any actions taken by any Stockholder in its capacity as a stockholder, partner or member of the Company or any of its Subsidiaries or Affiliates.

IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Investor Rights Agreement to be duly executed and delivered, all as of the date first set forth above.

COMPANY:

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.


By:	/s/ John P. Roehm

Name: John P. Roehm

Title: Chief Executive Officer

ARES:

Ares Special Situations Fund IV, L.P.

By: ASSF Management IV, L.P., its general partner

By: ASSF Management IV GP LLC, its general partner


By:	/s/ Aaron Rosen

Name: Aaron Rosen

Title: Authorized Signatory

ASOF Holdings I, L.P.

By: ASOF Management, L.P., its general partner

By: ASOF Management GP LLC, its general partner


By:	/s/ Aaron Rosen

Name: Aaron Rosen

Title: Authorized Signatory

OAKTREE:

OT POF IEA Preferred B Aggregator,

L.P.

By: OT POF IEA Preferred B Aggregator GP, LLC

Its: General Partner

By: Oaktree Power Opportunities Fund III Delaware, L.P.

Its: Managing Member

By: Oaktree Power Opportunities Fund III GP, L.P.

Its: General Partner

By: Oaktree Fund GP, LLC

Its: General Partner

By: Oaktree Fund GP I, L.P.

Its: Managing Member


By:	/s/ Ian Schapiro

Name: Ian Schapiro

Title: Authorized Signatory

By: /s/ Peter Jonna

Name: Peter Jonna

Title: Authorized Signatory

Exhibit A

10,368,465 shares of capital stock in the Company, which consists of (i) 10,313,500 shares of Common Stock (of which 212,500 shares of Common Stock are subject to vesting), (ii) 34,965 shares of Series A Preferred Stock and (iii) 20,000 shares of Series B-1 Preferred Stock.

WARRANT

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:

(i) REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND

(ii) AGREES FOR THE BENEFIT OF Infrastructure and Energy Alternatives, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN EXCEPT:

a. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

b. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

c. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER OF THIS SECURITY OR ANY SECURITY ISSUABLE UPON EXERCISE OF THIS SECURITY, IF ANY, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Warrant Certificate No.: W-5

Original Issue Date: November 14, 2019

FOR VALUE RECEIVED, Infrastructure AND Energy Alternatives, INC., a Delaware corporation (the “Company”), hereby certifies that ARES SPECIAL SITUATIONS FUND IV, L.P., a Delaware corporation, or its registered assigns (the “Holder”) is entitled to purchase from the Company a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the Warrant Share Number at a purchase price per share of $0.0001 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1.

This Warrant has been issued pursuant to the terms of the Equity Commitment Agreement, dated as of October 29, 2019, by among the Company, the Holder and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Commitment Agreement”).


1.	Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

”Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.

“Automatic Exercise” has the meaning set forth in Section 3(f).

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Change of Control” means any (a) direct or indirect acquisition (whether by a purchase, sale, transfer, exchange, issuance, merger, consolidation or other business combination) of shares of capital stock or other securities, in a single transaction or series of related transactions, (b) merger, consolidation or other business combination directly or indirectly involving the Company (c) reorganization, equity recapitalization, liquidation or dissolution directly or indirectly involving the Company, in each case for clauses (a) - (c) which results in any one Person, or more than one Person that are Affiliates or that are acting as a group, acquiring direct or indirect ownership of equity securities of the Company which, together with the equity securities held by such Person, such Person and its Affiliates or such group, constitutes more than 50% of the total direct or indirect voting power of the equity securities of the Company, taken as a whole, or (d) direct or indirect sale, lease, exchange, transfer or other disposition, in a single transaction or series of related transactions, of assets or businesses that constitute or represent all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole; provided, that no Change of Control shall be deemed to have occurred pursuant to clause (a) due to the acquisition of shares of Common Stock by Oaktree or its Affiliates upon (x) the conversion of shares of Series A Preferred Stock held by Oaktree or its Affiliates on the date hereof (after giving effect to the Closing) into shares of Common Stock, (y) pursuant to Section 3.6 of the Merger Agreement or (z) the exercise of any Warrants.

“Closing” has the meaning given such term in the Commitment Agreement.

“Closing Date” has the meaning given such term in the Commitment Agreement.

“Commitment Agreement” has the meaning set forth in the preamble.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“Company” has the meaning set forth in the preamble.

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Deemed Liquidation Event” means, directly or indirectly, in one or more related transactions, (a) a liquidation or dissolution of the Company in accordance with the terms and subject to the conditions set forth in the Certificate of Incorporation, (b) any merger, consolidation, recapitalization, reorganization or sale of the Company, or sale, transfer or issuance of voting securities of the Company or any other transaction or series of related transactions, in each case, in which the holders of voting securities of the Company owning a majority of the voting power of the Company immediately prior to such transaction do not own and control a majority of the voting power represented by the outstanding equity of the surviving entity after the closing of such transaction or (c) any sale, transfer or disposition of all or substantially all of the assets of the Company to another Person in one or more transactions.

“Ex-dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance,

dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market; provided that if the Common Stock does not trade on an exchange or market, the “Ex-Dividend date” shall mean the record date for such issuance, dividend or distribution.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York City time, on a Business Day, including, without limitation, the receipt by the Company of the Notice of Exercise, the Warrant and the Aggregate Exercise Price.

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” has the meaning set forth in the preamble.

“Fair Market Value” means, as of any particular date: (a) the volume weighted average price per share of the Common Stock for each Business Day referred to below on the principal domestic securities exchange on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such Business Day referred to below, the average of the highest bid and lowest asked prices for the Common Stock on such exchanges at the end of such Business Day referred to below; (c) if on any such Business Day referred to below the Common Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such Business Day referred to below; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on any such Business Day referred to below, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such Business Day referred to below; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined; provided, that if the Common Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value” of the Common Stock shall be the fair market value per share as determined jointly by the Board and the Holder. If such parties are unable to reach agreement within ten (10) Business Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within ten (10) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser selected by the Company. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

“Funded Commitment Amount” has the meaning given to such term in the Commitment Agreement.

“Holder” has the meaning set forth in the preamble.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated November 3, 2017, by and among the Company, IEA Energy Services, LLC, a Delaware limited liability company, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company, and the other parties thereto.

“Notice of Exercise” has the meaning set forth in Section 3(a)(i).

“Oaktree” means Oaktree Power Opportunities Fund III Delaware, L.P.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original Issue Date” means November 14, 2019.

“OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, association, incorporated organization or government or department or agency thereof.

“Pink OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

“Series A Preferred Stock” means the Series A Preferred Stock of the Company.

“Series B-3 Preferred Stock” means the Series B-3 Preferred Stock of the Company.

“Stockholder Rule 5635 Approval” has the meaning given such term in the Commitment Agreement.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Share Number” means, at any time, the aggregate number of Warrant Shares for which this Warrant is exercisable at such time, as such number may be adjusted from time to time pursuant to the terms hereof. The Warrant Share Number shall initially be 1,115,234.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.


2.	Term of Warrant. Subject to the terms and conditions hereof, the Holder of this Warrant may exercise this Warrant on or after the date hereof at any time and from time to time (the “Exercise Period”).

3.Exercise of Warrant.

(a)Exercise Procedure. This Warrant may be exercised for any or all unexercised Warrant Shares upon:

(i)surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction), together with a notice of exercise (each a “Notice of Exercise”) substantially in the form attached hereto as Exhibit A, duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and

(ii)payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b)Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Notice of Exercise, by the following methods:

(i)by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii)by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; or

(iii)any combination of the foregoing.

In the event of any withholding of Warrant Shares pursuant to clause (ii) or (iii) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered multiplied by (y) the Fair Market Value of one Warrant Share as of the Exercise Date.

(c)Delivery of Stock Certificates and/or Book-Entry Shares. Upon receipt by the Company of a Notice of Exercise, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, at the option of the Holder, either (i) execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise or (ii) cause to be issued to such Holder by entry on the books of the Company (or the Company’s transfer agent, if any) the Warrant Shares issuable upon such exercise, in each case, together with cash in lieu of any fraction of a share, as provided in Section 3(b). The stock certificate or certificates or book-entry interests of Warrant Shares so delivered or issued, as the case may be, shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Notice of Exercise and shall be registered in the name of the Holder or, subject to compliance with Section 5 below, such other Person's name as shall be designated in the Notice of Exercise. This Warrant shall be deemed to have been exercised and such certificate or certificates or book-entry interests of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d)Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates or book-entry interests representing the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(e)Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents, warrants, covenants and agrees as follows:

(i)This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(ii)All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.

(iii)The Company shall use commercially reasonable efforts to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock

or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

(iv)The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(f)Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or treasury shares constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

(g)Holders Exercise Limitation. Subject to the provisions set forth in Section 5.6(ii) of the Commitment Agreement, until Stockholder Rule 5635 Approval is obtained, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this Section 3 or otherwise, to the extent that after giving effect to such exercise as set forth on the applicable Notice of Exercise, such exercise would cause the Company to have issued a number of Warrant Shares with respect to Warrants issued pursuant to the Commitment Agreement, together with any shares of Common Stock issued upon the exercise of warrants as contemplated by the Commitment Agreement or in transactions that would otherwise require shareholder approval under Nasdaq Rule 5635 that are contemplated by the Commitment Agreement (in each case, to the extent such warrants or Common Stock are actually issued by the Company pursuant to legally binding definitive agreements among the applicable parties), greater than 19.9% of the Company’s outstanding Common Stock or outstanding voting power immediately prior to the Closing on the Closing Date. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

4.Adjustments. In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Share Number issuable upon exercise of this Warrant shall be subject to adjustment (an “Adjustment”) from time to time as provided in this Section 4 (in each case, after taking into consideration any prior Adjustments pursuant to this Section 4).

(a)Adjustment to Number of Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities to all or substantially all the holders of the Common Stock, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, in each case other than any such transaction covered by Section 4(b), Section 4(c), or Section 4(d), the Warrant Share Number immediately prior to any such dividend, distribution or subdivision shall be proportionately increased so that the Holder shall be entitled to receive upon the exercise of this Warrant the number of shares of Common Stock or other securities of the Company that the Holder would have owned or would have been entitled to receive upon or by reason of any event described above, had this

Warrant been exercised or converted immediately prior to the occurrence of such event. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Warrant Share Number immediately prior to such combination shall be proportionately decreased so that the Holder shall be entitled to receive upon the exercise of this Warrant the number of shares of Common Stock or other securities of the Company that the Holder would have owned or would have been entitled to receive upon or by reason of any event described above, had this Warrant been exercised or converted immediately prior to the occurrence of such event. Any Adjustment under this Section 4(a) shall become effective immediately after the open of business on the Ex-dividend Date for such dividend or immediately after the open of business on the effective date for such subdivision or combination.

(b)Adjustment Upon Cash Distributions and Other Distributions. If the Company distributes to the holders of Common Stock, (x) cash or any other property or securities, or (y) any rights, options or warrants to subscribe for or purchase any of the foregoing (other than, in each case set forth in clause (x) and clause (y), any dividend or distribution described in Section 4(a) or Section 4(d)), then, in each such case, the Holder shall be entitled to participate in such distribution to the same extent that the Holder would have participated therein if the Holder had exercised this Warrant in full immediately before the date of which a record is taken for such distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the participation in such distribution. For the avoidance of doubt, no repurchase or redemption by the Company or any of its subsidiaries of any securities of the Company shall be considered a distribution.

(c)Adjustment Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person, (v) Deemed Liquidation Event or (vi) other similar transaction, in each case which entitles all or substantially all of the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities, cash or other assets or consideration with respect to or in exchange for Common Stock, each Warrant shall, immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction, be canceled (without any action of the Holder and regardless of any limitation or restriction on the exercisability of this Warrant that may otherwise be applicable) with the Holder entitled to receive the kind and number of shares of stock, securities, cash or other assets or consideration resulting from such transaction to which the Holder would have been entitled as a holder of the applicable number of Warrant Shares then issuable hereunder as a result of such exercise if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant). The Company shall make provision for compliance with this Section 4(c) in the agreements, if any, relating to such transactions, if necessary to give effect to this Section 4(c).

(d)Adjustment of Warrant Upon Spin-off. If, at any time after the issuance of this Warrant but prior to the exercise hereof, the Company shall spin‑off another Person (the “Spin‑off Entity”), then the Company (a) shall issue to the Holder a new warrant to purchase, at the Exercise Price, the number of shares of common stock or other proprietary interest in the Spin‑off Entity (and any other consideration) that the Holder would have owned had the Holder exercised or converted this Warrant immediately prior to the consummation of such spin‑off and (b) shall make provision therefor in the agreement, if any, relating to such spin-off. Such new warrant shall provide for rights and obligations which shall be as nearly equivalent as may be practicable to the rights and obligations provided for in this Warrant. The

provisions of this Section 4(d) (and any equivalent thereof in any such new warrant) shall apply to successive transactions.

(e)Certificate as to Adjustment.

(i)As promptly as reasonably practicable following any adjustment of the number of Warrant Shares pursuant to the provisions of this Section 4, but in any event not later than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an officer of the Company setting forth in reasonable detail such Adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii)As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an officer of the Company certifying the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(f)Notices. In the event:

(i)that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution (including any spin-off); or

(ii)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person, or sale of all or substantially all of the Company's assets to another Person;

(iii)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(iv)any other event that may cause an Adjustment;

then, and in each such case, the Company shall send or cause to be sent to the Holder at least ten (10) Business Days or, if less, as soon as practicable, prior to the applicable Ex-dividend Date, record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the Ex-dividend Date, the record date for such dividend or distribution, and a description of such dividend or distribution, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or other event is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or other event, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.

(g)In the event that more than one Adjustment is required to be made in connection with an event or series of events, the Adjustments pursuant to this Section 4 shall be applied in such order as to provide the holders of the Warrants with the benefits to which they would have been entitled had the Warrants been exercised immediately prior to the earliest record date for such events.

5.Transfer of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon and in Section 8, this Warrant and all rights hereunder are and will be transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then

principal executive offices with a properly completed and duly executed assignment agreement in form and substance reasonably satisfactory to the Company, together with funds sufficient to pay any transfer taxes described in the proviso to Section 3(e)(iv) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

6.Holder Not Deemed a Stockholder; Limitations on Liability. Except as expressly set forth herein, this Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company until the Holder has received Warrant Shares issuable upon exercise of this Warrant pursuant to the terms hereof, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends (except as set forth in Section 5) or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

7.Replacement on Loss; Division and Combination.

(a)Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed.

(b)Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or other assignment which may be involved in such division or combination, including the provisions of Section 8, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

8.Compliance with the Securities Act.

(a)Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following form:

“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:

(i) REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND

(ii) AGREES FOR THE BENEFIT OF INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY AND THE SECURITIES, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN EXCEPT:

a. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

b. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

c. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

The requirement imposed by this Section 8 shall cease and terminate as to this Warrant or any particular Warrant Share when, in the written opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act. Wherever such requirement shall cease and terminate as to this Warrant or any Warrant Share, the Holder or the holder of such Warrant Share, as the case may be, shall be entitled to receive from the Company, without expense, a new warrant or a new stock certificate, as the case may be, not bearing the legend set forth in this Section 8.

(b)Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(i)The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii)The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii)The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

9.Tax Treatment. The parties hereto agree that (i) the Warrant shall be treated as common equity of the Company for U.S. federal, and applicable state and local, income tax purposes and (ii) the exchange of the Warrant for Warrant Shares pursuant to Section 3 shall be treated as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. The parties hereto agree that the aggregate fair market value of the Warrant on the date hereof is $2.84 per Warrant Share and that such amount of the Holder’s Funded Commitment Amount will be allocable to the Holder’s Warrants ratably on the basis of the number of Warrant Shares with the balance of the Funded Commitment Amount allocable to the Holder’s shares of Series B-3 Preferred Stock for U.S. federal, and applicable state and local, income tax purposes. If a Holder receives additional Warrants pursuant to Section 5.6 of the Commitment Agreement, such additional Warrants will be treated as an adjustment to purchase price of the Holder’s Warrants and the Holder’s shares of Series B-3 Preferred Stock for U.S. federal, and applicable state and local, income tax purposes, with such additional Warrants valued at the same amount stated in the first sentence of this Section 2.3, and the allocation of the Holder’s Funded Commitment Amount pursuant to this Section 9 and Section 2.3 of the Commitment Agreement shall be readjusted accordingly. The parties hereto shall prepare their respective U.S. federal, and applicable state and local income Tax Returns in a manner consistent with the foregoing treatment and allocation.

10.Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

11.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11).



If to the Company:	Infrastructure and Energy Alternatives, Inc. 6325 Digital Way, Suite 460 Indianapolis, Indiana 46278 Attn: Gil Melman, Esq. Tel: (765) 828-3513 Email: Gil.Melman@iea.net
with a copy to (which shall not constitute notice):	Kirkland & Ellis LLP 333 South Hope Street 29th Floor Los Angeles, CA 90071 Attn: Tana Ryan, Esq. Tel: (213) 680-8430 Email: tryan@kirkland.com	Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attn: Michael Kim, Esq. Tel: (212) 446 4746 Email: michael.kim@kirkland.com
If to the Holder:	c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Email: sgraves@aresmgmt.com PEGeneralCounsel@aresmgmt.com Attention: Scott Graves
with a copy to (which shall not constitute notice):	Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention:Kenneth M. Schneider Lawrence G. Wee Facsimile:(212) 492-0303 (212) 492-0052 Email:kschneider@paulweiss.com, lwee@paulweiss.com

12.

Entire Agreement. This Warrant, the Commitment Agreement and the Registration Rights Agreement dated as of March 26, 2018 by and among the Company, IEA Parent, M III Sponsor I LLC and M III Sponsor I LP, Cantor Fitzgerald & Co., Mr. Osbert Hood, Mr. Philip Marber, Ares and OT POF IEA Preferred B Aggregator, L.P., as amended from time to time, constitute the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the provisions contained in this Warrant and the Commitment Agreement, the provisions contained in this Warrant shall control.

13.Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

14.No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

15.Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

16.Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17.Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

18.Governing Law; Specific Enforcement; Submission to Jurisdiction; Waiver of Jury Trial.

(a)This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.

(b)The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Warrant and to enforce specifically the terms and provisions of this Warrant in any court of competent jurisdiction, in each case without proof of damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

(c)Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any action or legal proceeding arising out of this Warrant and the rights and obligations arising hereunder, and irrevocably and unconditionally waives any objection to the laying of venue of any such action or legal proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or legal proceeding has been brought in an inconvenient forum. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 11 shall be effective service of process for any such action or legal proceeding.

(d)Each party hERETO Hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect OF any ACTION, CLAIM OR LEGAL PROCEEDING directly or indirectly arising out of, under or in connection with this WARRANT. Each party HERETO (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of ANY ACTION, CLAIM OR LEGAL PROCEEDING, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties HERETO have been induced to enter into this WARRANT by, among other things, the mutual waivers and certifications in this SECTION 18.

19.Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

20.No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.



	INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
	By: /s/ John P. Roehm Name: John P. Roehm Title: Chief Executive Officer



Accepted and agreed,
ARES SPECIAL SITUATIONS FUND IV, L.P. By: ASSF Management IV, L.P., its general partner By: ASSF Management IV GP LLC, its general partner
By: /s/ Aaron Rosen Name: Aaron Rosen Title: Authorized Signatory

EXHIBIT A

NOTICE OF EXERCISE

Infrastructure and Energy Alternatives, Inc.

6325 Digital Way, Suite 460

Indianapolis, Indiana 46278

Attn: Gil Melman

Date: [•]

Pursuant to the provisions set forth in the Warrant (Warrant Certificate No.: W-1), dated as of November 14, 2019 (the “Warrant”), attached hereto as Annex I, the undersigned hereby irrevocably elects to exercise such Warrant and hereby notifies you of such election to purchase [•] Warrant Shares and herewith makes payment of $[•] (the “Aggregate Exercise Price”) in accordance with Section 3(b) of the Warrant, representing the full payment of the Aggregate Exercise Price for such Warrant Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant.

Number of Warrant Shares (check the box that applies).

This Notice of Exercise involves fewer than all of the Warrant Shares that are exercisable under the Warrant and I retain the right to exercise my Warrant for the balance of the Warrant Shares remaining in accordance with the terms and subject to the conditions of the Warrant. I hereby request that the Company deliver to me a new Warrant evidencing my rights to purchase the unexpired and unexercised Warrant Shares.

This Notice of Exercise involves all of the Warrant Shares that are exercisable under the Warrant, which Warrant is hereby enclosed herewith and surrendered to the Company hereby (or, in the case of its loss, theft or destruction, the undersigned undertakes to indemnify the Company from any loss as a result thereof).

Payment of Aggregate Exercise Price (check the box(es) that applies).

Payment of the Aggregate Exercise Price will be made by delivery to the Company of a certified or official bank check payable to the order of the Company in the amount of $[•];

Payment of the Aggregate Exercise Price will be made by wire transfer of immediately available funds to an account designated in writing by the Company; or

Payment of the Aggregate Exercise Price will be made by instructing the Company to withhold [•] Warrant Shares issuable upon the exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price.

[HOLDER]

By: _____________________________

Name:_____________________________

Title: _____________________________

ANNEX I

WARRANT

[To be attached.]

WARRANT

(i) REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND

a. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

b. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

c. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

Warrant Certificate No.: W-6

Original Issue Date: November 14, 2019

FOR VALUE RECEIVED, Infrastructure AND Energy Alternatives, INC., a Delaware corporation (the “Company”), hereby certifies that ASOF HOLDINGS I, L.P., a Delaware limited partnership, or its registered assigns (the “Holder”) is entitled to purchase from the Company a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the Warrant Share Number at a purchase price per share of $0.0001 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1.


1.	Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Automatic Exercise” has the meaning set forth in Section 3(f).

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Change of Control” means any (a) direct or indirect acquisition (whether by a purchase, sale, transfer, exchange, issuance, merger, consolidation or other business combination) of shares of capital stock or other securities, in a single transaction or series of related transactions, (b) merger, consolidation or other business combination directly or indirectly involving the Company (c) reorganization, equity recapitalization, liquidation or dissolution directly or indirectly involving the Company, in each case for clauses (a) - (c) which results in any one Person, or more than one Person that are Affiliates or that are acting as a group, acquiring direct or indirect ownership of equity securities of the Company which, together with the equity securities held by such Person, such Person and its Affiliates or such group, constitutes more than 50% of the total direct or indirect voting power of the equity securities of the Company, taken as a whole, or (d) direct or indirect sale, lease, exchange, transfer or other disposition, in a single transaction or series of related transactions, of assets or businesses that constitute or represent all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole; provided, that no Change of Control shall be deemed to have occurred pursuant to clause (a) due to the acquisition of shares of Common Stock by Oaktree or its Affiliates upon (x) the conversion of shares of Series A Preferred Stock held by Oaktree or its Affiliates on the date hereof (after giving effect to the Closing) into shares of Common Stock, (y) pursuant to Section 3.6 of the Merger Agreement or (z) the exercise of any Warrants.

“Closing” has the meaning given such term in the Commitment Agreement.

“Closing Date” has the meaning given such term in the Commitment Agreement.

“Commitment Agreement” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Ex-dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance,

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” has the meaning set forth in the preamble.

“Funded Commitment Amount” has the meaning given to such term in the Commitment Agreement.

“Holder” has the meaning set forth in the preamble.

“Notice of Exercise” has the meaning set forth in Section 3(a)(i).

“Oaktree” means Oaktree Power Opportunities Fund III Delaware, L.P.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original Issue Date” means November 14, 2019.

“OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

“Pink OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

“Series A Preferred Stock” means the Series A Preferred Stock of the Company.

“Series B-3 Preferred Stock” means the Series B-3 Preferred Stock of the Company.

“Stockholder Rule 5635 Approval” has the meaning given such term in the Commitment Agreement.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.


2.	Term of Warrant. Subject to the terms and conditions hereof, the Holder of this Warrant may exercise this Warrant on or after the date hereof at any time and from time to time (the “Exercise Period”).

3.Exercise of Warrant.

(a)Exercise Procedure. This Warrant may be exercised for any or all unexercised Warrant Shares upon:

(ii)payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b)Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Notice of Exercise, by the following methods:

(iii)any combination of the foregoing.

(e)Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents, warrants, covenants and agrees as follows:

(i)This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(iii)The Company shall use commercially reasonable efforts to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental

regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

owned or would have been entitled to receive upon or by reason of any event described above, had this Warrant been exercised or converted immediately prior to the occurrence of such event. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Warrant Share Number immediately prior to such combination shall be proportionately decreased so that the Holder shall be entitled to receive upon the exercise of this Warrant the number of shares of Common Stock or other securities of the Company that the Holder would have owned or would have been entitled to receive upon or by reason of any event described above, had this Warrant been exercised or converted immediately prior to the occurrence of such event. Any Adjustment under this Section 4(a) shall become effective immediately after the open of business on the Ex-dividend Date for such dividend or immediately after the open of business on the effective date for such subdivision or combination.

nearly equivalent as may be practicable to the rights and obligations provided for in this Warrant. The provisions of this Section 4(d) (and any equivalent thereof in any such new warrant) shall apply to successive transactions.

(e)Certificate as to Adjustment.

(f)Notices. In the event:

(iii)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(iv)any other event that may cause an Adjustment;

the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed assignment agreement in form and substance reasonably satisfactory to the Company, together with funds sufficient to pay any transfer taxes described in the proviso to Section 3(e)(iv) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

7.Replacement on Loss; Division and Combination.

8.Compliance with the Securities Act.

(i) REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND

a. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

b. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

c. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

(b)Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:



If to the Company:	Infrastructure and Energy Alternatives, Inc. 6325 Digital Way, Suite 460 Indianapolis, Indiana 46278 Attn: Gil Melman, Esq. Tel: (765) 828-3513 Email: Gil.Melman@iea.net
with a copy to (which shall not constitute notice):	Kirkland & Ellis LLP 333 South Hope Street 29th Floor Los Angeles, CA 90071 Attn: Tana Ryan, Esq. Tel: (213) 680-8430 Email: tryan@kirkland.com	Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attn: Michael Kim, Esq. Tel: (212) 446 4746 Email: michael.kim@kirkland.com
If to the Holder:	c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Email: sgraves@aresmgmt.com PEGeneralCounsel@aresmgmt.com Attention: Scott Graves
with a copy to (which shall not constitute notice):	Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention:Kenneth M. Schneider Lawrence G. Wee Facsimile:(212) 492-0303 (212) 492-0052 Email:kschneider@paulweiss.com, lwee@paulweiss.com

12.

15.Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

18.Governing Law; Specific Enforcement; Submission to Jurisdiction; Waiver of Jury Trial.

19.Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of

this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.



	INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
	By: /s/ John P. Roehm Name: John P. Roehm Title: Chief Executive Officer



Accepted and agreed,
ASOF HOLDINGS I, L.P. By: ASOF Management, L.P., its general partner By: ASOF Management GP LLC, its general partner
By: /s/ Aaron Rosen Name: Aaron Rosen Title: Authorized Signatory

EXHIBIT A

NOTICE OF EXERCISE

Infrastructure and Energy Alternatives, Inc.

6325 Digital Way, Suite 460

Indianapolis, Indiana 46278

Attn: Gil Melman

Date: [•]

Number of Warrant Shares (check the box that applies).

Payment of Aggregate Exercise Price (check the box(es) that applies).

Payment of the Aggregate Exercise Price will be made by delivery to the Company of a certified or official bank check payable to the order of the Company in the amount of $[•];

Payment of the Aggregate Exercise Price will be made by wire transfer of immediately available funds to an account designated in writing by the Company; or

[HOLDER]

By: _____________________________

Name:_____________________________

Title: _____________________________

ANNEX I

WARRANT

[To be attached.]

WARRANT

(i) REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND

a. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

b. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

c. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

Warrant Certificate No.: W-7

Original Issue Date: November 14, 2019

FOR VALUE RECEIVED, Infrastructure AND Energy Alternatives, INC., a Delaware corporation (the “Company”), hereby certifies that INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC, a Delaware limited liability company, or its registered assigns (the “Holder”) is entitled to purchase from the Company a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the Warrant Share Number at a purchase price per share of $0.0001 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1.

This Warrant has been issued pursuant to the terms of the Preferred Stock Exchange Agreement, dated as of October 29, 2019, by among the Company, the Holder and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Preferred Stock Exchange Agreement”).


1.	Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Automatic Exercise” has the meaning set forth in Section 3(f).

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Change of Control” means any (a) direct or indirect acquisition (whether by a purchase, sale, transfer, exchange, issuance, merger, consolidation or other business combination) of shares of capital stock or other securities, in a single transaction or series of related transactions, (b) merger, consolidation or other business combination directly or indirectly involving the Company (c) reorganization, equity recapitalization, liquidation or dissolution directly or indirectly involving the Company, in each case for clauses (a) - (c) which results in any one Person, or more than one Person that are Affiliates or that are acting as a group, acquiring direct or indirect ownership of equity securities of the Company which, together with the equity securities held by such Person, such Person and its Affiliates or such group, constitutes more than 50% of the total direct or indirect voting power of the equity securities of the Company, taken as a whole, or (d) direct or indirect sale, lease, exchange, transfer or other disposition, in a single transaction or series of related transactions, of assets or businesses that constitute or represent all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole; provided, that no Change of Control shall be deemed to have occurred pursuant to clause (a) due to the acquisition of shares of Common Stock by Oaktree or its Affiliates upon (x) the conversion of shares of Series A Preferred Stock held by Oaktree or its Affiliates on the date hereof (after giving effect to the Closing) into shares of Common Stock, (y) pursuant to Section 3.6 of the Merger Agreement or (z) the exercise of any Warrants.

“Closing” has the meaning given such term in the Commitment Agreement.

“Closing Date” has the meaning given such term in the Commitment Agreement.

“Commitment Agreement” means the Equity Commitment Agreement, dated as of October 29, 2019, by among the Company, the Holder and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof).

“Company” has the meaning set forth in the preamble.

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Ex-dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market; provided that if the Common Stock does not trade on an exchange or market, the “Ex-Dividend date” shall mean the record date for such issuance, dividend or distribution.

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” has the meaning set forth in the preamble.

“Holder” has the meaning set forth in the preamble.

“Notice of Exercise” has the meaning set forth in Section 3(a)(i).

“Oaktree” means Oaktree Power Opportunities Fund III Delaware, L.P.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original Issue Date” means November 14, 2019.

“OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

“Pink OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

“Series A Preferred Stock” means the Series A Preferred Stock of the Company.

“Series B-3 Preferred Stock” means the Series B-3 Preferred Stock of the Company.

“Stockholder Rule 5635 Approval” has the meaning given such term in the Commitment Agreement.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.


2.	Term of Warrant. Subject to the terms and conditions hereof, the Holder of this Warrant may exercise this Warrant on or after the date hereof at any time and from time to time (the “Exercise Period”).

3.Exercise of Warrant.

(a)Exercise Procedure. This Warrant may be exercised for any or all unexercised Warrant Shares upon:

(ii)payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b)Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Notice of Exercise, by the following methods:

(iii)any combination of the foregoing.

(e)Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents, warrants, covenants and agrees as follows:

(i)This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(iii)The Company shall use commercially reasonable efforts to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental

(e)Certificate as to Adjustment.

(f)Notices. In the event:

(iii)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(iv)any other event that may cause an Adjustment;

7.Replacement on Loss; Division and Combination.

8.Compliance with the Securities Act.

(i) REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND

a. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

b. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

c. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

(b)Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

9.Tax Treatment. The parties hereto agree that (i) the Warrant shall be treated as common equity of the Company for U.S. federal, and applicable state and local, income tax purposes and (ii) the exchange of the Warrant for Warrant Shares pursuant to Section 3 shall be treated as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. The parties hereto agree that the aggregate fair market value of the Warrant on the date hereof is $2.84 per Warrant Share and that such amount of the Stated Value (as defined in the Commitment Agreement) of the Exchanged Series A Shares (as defined in the Preferred Stock Exchange Agreement) will be allocable to the Holder’s Warrants ratably on the basis of the number of Warrant Shares with the balance of the Stated Value of the Exchanged Series A Shares allocable to the Holder’s shares of Series B-3 Preferred Stock issued to the Holder pursuant to the Preferred Stock Exchange Agreement for U.S. federal, and applicable state and local, income tax purposes. If a Holder receives additional Warrants pursuant to Section 1(c) of the Preferred Stock Exchange Agreement, such additional Warrants will be treated as an adjustment to purchase price of the Holder’s Warrants and the Holder’s shares of Series B-3 Preferred Stock for U.S. federal, and applicable state and local, income tax purposes, with such additional Warrants valued at the same amount stated in the first sentence of this Section 9, and the allocation of the Stated Value of the Exchanged Series A Shares pursuant to this Section 9 shall be readjusted accordingly. The parties hereto shall prepare their respective U.S. federal, and applicable state and local income Tax Returns in a manner consistent with the foregoing treatment and allocation.



If to the Company:	Infrastructure and Energy Alternatives, Inc. 6325 Digital Way, Suite 460 Indianapolis, Indiana 46278 Attn: Gil Melman, Esq. Tel: (765) 828-3513 Email: Gil.Melman@iea.net
with a copy to (which shall not constitute notice):	Kirkland & Ellis LLP 333 South Hope Street 29th Floor Los Angeles, CA 90071 Attn: Tana Ryan, Esq. Tel: (213) 680-8430 Email: tryan@kirkland.com	Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attn: Michael Kim, Esq. Tel: (212) 446 4746 Email: michael.kim@kirkland.com
If to the Holder:	c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Email: sgraves@aresmgmt.com PEGeneralCounsel@aresmgmt.com Attention: Scott Graves
with a copy to (which shall not constitute notice):	Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention:Kenneth M. Schneider Lawrence G. Wee Facsimile:(212) 492-0303 (212) 492-0052 Email:kschneider@paulweiss.com, lwee@paulweiss.com

12.

Entire Agreement. This Warrant, the Preferred Stock Exchange Agreement, the Commitment Agreement and the Registration Rights Agreement dated as of March 26, 2018 by and among the Company, IEA Parent, M III Sponsor I LLC and M III Sponsor I LP, Cantor Fitzgerald & Co., Mr. Osbert Hood, Mr. Philip Marber, Ares and OT POF IEA Preferred B Aggregator, L.P., as amended from time to time, constitute the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the provisions contained in this Warrant, the Preferred Stock Exchange Agreement and the Commitment Agreement, the provisions contained in this Warrant shall control.

15.Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

18.Governing Law; Specific Enforcement; Submission to Jurisdiction; Waiver of Jury Trial.

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.



	INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
	By: /s/ John P. Roehm Name: John P. Roehm Title: Chief Executive Officer



Accepted and agreed,
INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC.
By: /s/ Ian Schapiro Name: Ian Schapiro Title: Authorized Signatory By: /s/ Peter Jonna Name: Peter Jonna Title: Authorized Signatory

EXHIBIT A

NOTICE OF EXERCISE

Infrastructure and Energy Alternatives, Inc.

6325 Digital Way, Suite 460

Indianapolis, Indiana 46278

Attn: Gil Melman

Date: [•]

Number of Warrant Shares (check the box that applies).

Payment of Aggregate Exercise Price (check the box(es) that applies).

Payment of the Aggregate Exercise Price will be made by delivery to the Company of a certified or official bank check payable to the order of the Company in the amount of $[•];

Payment of the Aggregate Exercise Price will be made by wire transfer of immediately available funds to an account designated in writing by the Company; or

[HOLDER]

By: _____________________________

Name:_____________________________

Title: _____________________________

ANNEX I

WARRANT

[To be attached.]

FOURTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Fourth Amendment (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated November 14, 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), OT POF IEA Preferred B Aggregator L.P. (“OT Aggregator”), as an additional Holder, 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 and the Third Amendment thereto, dated August 30, 2019 (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 Opportunities Fund III Delaware, L.P., a Delaware limited partnership, in its capacity as the representative of the Seller, Cantor Fitzgerald & Co., and the other persons from time to time party thereto. Terms used herein and not defined herein have the meanings set forth in the Registration Rights Agreement.

WHEREAS, the Company and the Holders of a majority of the Registrable Securities as of the date hereof wish to make certain modifications and amendments to the terms of the Registration Rights Agreement;

WHEREAS, on the date hereof, Ares Special Situations Fund IV, L.P. has acquired 25,000 shares of the Company’s Series B-3 Preferred Stock and Warrants to purchase 1,115,234.38 shares of Common Stock from the Company and ASOF Holdings I, L.P. has acquired 55,000 shares of the Company’s Series B-3 Preferred Stock and Warrants to purchase 2,453,515.63 shares of Common Stock from the Company;

WHEREAS, the Certificate of Designations for the Company’s Series B-3 Preferred Stock and the amended and restated Certificates of Designations for the Company’s Series B-1 Preferred Stock and the Company’s Series B-2 Preferred Stock (together with the Company’s Series B-3 Preferred Stock, the “Series B Preferred Stock”) provide for the conversion of Series B Preferred Stock into Common Stock under certain circumstances if such Series B Preferred Stock has not been redeemed prior to the applicable mandatory redemption date as set forth in such Certificates of Designations;

WHEREAS, on the date hereof, (i) each of Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. has committed to purchase up to an additional 7,500 shares of the Company’s Series B- 3 Preferred Stock (15,000 shares of the Company’s Series B-3 Preferred Stock in the aggregate) and Warrants to purchase up to 257,812.50 shares of Common Stock (515,625 shares of Common Stock in the aggregate) from the Company subject to certain conditions set forth in the Tranche 2 Equity Commitment Agreement (as defined below) and (ii) OT Aggregator has committed to purchase up to 15,000 shares of Series B-3 Preferred Stock and Warrants to purchase up to 515,625 shares of Common Stock; and

WHEREAS, on October 29, 2019, the Company, the Seller, Ares Special Situations Fund IV, L.P.

and ASOF Holdings I, L.P. entered into the Preferred Stock Exchange Agreement, pursuant to which the

Seller will exchange 50% of its Series A Preferred Stock for shares of Series B-3 Preferred Stock and Warrants.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

Section 1. Amendment

1.1Section 1.1 of the Registration Rights Agreement is amended by adding, in the appropriate alphabetical order, the following definitions:

“Tranche 2 Equity Commitment Agreement” means that certain Equity Commitment Agreement by and among the Company and the commitment parties party thereto dated as of October 29, 2019, as may be amended, restated, supplemented or otherwise modified from time to time.

1.2Section 1.1 of the Registration Rights Agreement is amended by deleting the following definitions in their entirety and inserting the following new definitions in lieu thereof:

“Ares Registrable Securities” means (i) the shares of Common Stock issuable upon exercise of the Warrants issued by the Company on a private placement basis pursuant to the Equity Commitment Agreement from time to time and held by Ares Special Situations Fund IV, L.P. and its Permitted Transferees, (ii) the shares of Common Stock issuable upon exercise of the Warrants issued by the Company on a private placement basis pursuant to the August Equity Commitment Agreement from time to time and held by (a) Ares Special Situations Fund IV, L.P. and its Permitted Transferees, and (b) ASOF Holdings I, L.P. and its Permitted Transferees, (iii) the shares of Common Stock issuable upon exercise of the Warrants issued by the Company on a private placement basis pursuant to the Tranche 2 Equity Commitment Agreement from time to time and held by (a) Ares Special Situations Fund IV, L.P. and its Permitted Transferees, and (b) ASOF Holdings I, L.P. and its Permitted Transferees, (iv) the shares of Common Stock issuable upon conversion of the shares of the Company’s Series B Preferred Stock issued by the Company on a private placement basis from time to time and held by (a) Ares Special Situations Fund IV, L.P. and its Permitted Transferees, and (b) ASOF Holdings I, L.P. and its Permitted Transferees and (v) all other securities issued in respect of such Common Stock or into which such Common Stock is later reclassified.

“OT Aggregator Registrable Securities” means (i) the shares of Common Stock issuable upon exercise of the Warrants issued by the Company on a private placement basis pursuant to the Equity Commitment Agreement from time to time and held by OT POF IEA Preferred B Aggregator, L.P. and its Permitted Transferees, (ii) the shares of Common Stock issuable upon exercise of the Warrants issued by the Company on a private placement basis pursuant to the Tranche 2 Equity Commitment Agreement from time to time, and held by OT POF IEA Preferred B Aggregator, L.P. and its Permitted Transferees,

(i)the shares of Common Stock issuable upon conversion of the shares of the Company’s Series B Preferred Stock issued by the Company on a private placement basis from time to time and held by OT POF IEA Preferred B Aggregator, L.P. and its Permitted Transferees and (iv) all other securities issued in respect of such Common Stock or into which such Common Stock is later reclassified.

“Permitted Transferee” shall mean a Person or entity to whom a Holder of Registrable Securities

transfers such Registrable Securities in accordance with this Agreement, to the extent such Registrable Securities remain Registrable Securities following such transfer, including, for the avoidance of doubt,

Ares Management LLC, on behalf of its Affiliated funds, investment vehicles, co-investors and/or managed accounts.

Stock.

“Preferred Stock” means collectively, the Series A Preferred Stock and the Series B Preferred

“Series A Preferred Stock” means the Series A Preferred Stock of the Company.

“Series B Preferred Stock” means, collectively the Series B-1 Preferred Stock of the Company, the Series B-2 Preferred Stock of the Company and the Series B-3 Preferred Stock of the Company.

1.3Section 2.2(e) of the Registration Rights Agreement is amended and restated in its entirety as follows:

(e) Subsequent Shelf Registration. After the Registration Statement with respect to a Shelf Registration is declared effective, upon written request by one or more Holders (which written request shall specify the amount of such Holders’ Registrable Securities to be registered), the Company shall, as permitted by SEC Guidance, (i) as promptly as practicable after receiving a request from a Holder that is a Permitted Transferee of a former Holder of Shelf Registrable Securities, file a prospectus supplement to include such Permitted Transferee as a selling stockholder in such Registration Statement, (ii) if it is a Well-Known Seasoned Issuer and such Registration Statement is an unallocated Automatic Shelf Registration Statement to which additional selling stockholders may be added by means of a prospectus supplement under Rule 430B, as promptly as practicable after receiving such request, file a prospectus supplement to include such Holders as selling stockholders in such Registration Statement, (iii) as promptly as practicable after the issuance of any Ares Registrable Securities or OT Aggregator Registrable Securities under the Equity Commitment Agreement, the August Equity Commitment Agreement, the Tranche 2 Equity Commitment Agreement or any of the Certificates of Designations for the Company’s Series B Preferred Stock, file a post-effective amendment to the Registration Statement (or prospectus supplement or other document permitted by SEC Guidance, if it is a Well-Known Seasoned Issuer) or a new Shelf Registration Statement, as applicable, to include the Holders of Ares Registrable Securities and OT Aggregator Registrable Securities in such Shelf Registration and Register the Ares Registrable Securities and the OT Aggregator Registrable Securities and use its commercially reasonable efforts to have such post-effective amendment or new Shelf Registration Statement declared effective or

(ii)otherwise, as promptly as practicable after the date the Registrable Securities requested to be registered pursuant to this Section 2.2(e) that have not already been so registered represent more than 1.5% of the outstanding Registrable Securities, file a post-effective amendment to the Registration Statement or a new Shelf Registration Statement, as applicable, to include such Holders in such Shelf Registration and use its commercially reasonable efforts to have such post-effective amendment or new Shelf Registration Statement declared effective. To the extent that any Registration Statement with respect to a Shelf Registration is expected to no longer be usable for the resale of Registrable Securities registered thereon (“Remaining Registrable Securities”) pursuant to SEC Guidance, the Company shall, not later than 90 days prior to the date such Registration Statement is expected to no longer be usable, use its commercially reasonable efforts to prepare and file a new Registration Statement with respect to such Shelf Registration, as if the holders of such Remaining Registrable Securities had requested a Shelf Registration with respect thereto pursuant to Section 2.2(a) and perform all actions required under this Agreement with respect to such Shelf Registration.

Section 2. Miscellaneous.

2.1THIS AMENDMENT AND ANY CLAIM OR CONTROVERSY HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF, EXCEPT FOR MATTERS DIRECTLY IN THE PURVIEW OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THE “DGCL”), WHICH MATTERS SHALL BE GOVERNED BY THE DGCL.

2.2THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE AFFAIRS OF THE COMPANY. TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE PARTIES HERETO IRREVOCABLY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT THEY ARE NOT SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

2.3TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

2.4Headings. The section headings of this Amendment are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Amendment.

2.5Counterparts. This Amendment may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one agreement. Execution and delivery of this Amendment by exchange of electronically transmitted counterparts bearing the signature of a party hereto will be equally as effective as delivery of a manually executed counterpart of such party hereto. This Amendment and any signed agreement entered into in connection herewith or

contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by

means of a facsimile machine or scanned pages via electronic mail, will be treated in all manner and respect as an original contract and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto will re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such contract will raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or email as a defense to the formation of a contract and each such party forever waives any such defense.

Section 3. Continuing Effect.

Except as provided herein, the provisions of the Registration Rights Agreement shall remain in full force and effect in accordance with the terms thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed, or have cause to be executed, this Amendment on the date first written above.



	INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
	By: /s/ John P. Roehm Name: John P. Roehm Title: Chief Executive Officer

INFRASTRUCTURE AND ENERGY ALTERNATIVES,

LLC (as Holder of a majority of the Registrable Securities)

By: /s/ Ian Schapiro

Name: Ian Schapiro

Title: Authorized Signatory

By: /s/ Peter Jonna

Name: Peter Jonna


Title:	Authorized Signatory

OT POF IEA PREFERRED B AGGREGATOR,

L.P., as a Holder

By: OT POF IEA Preferred B Aggregator GP, LLC Its: General Partner

By: Oaktree Power Opportunities Fund III Delaware, L.P.

Its: Managing Member

By: Oaktree Power Opportunities Fund III GP, L.P. Its: General Partner

By: Oaktree Fund GP, LLC Its: General Partner

By: Oaktree Fund GP I, L.P. Its: Managing Member


By: /s/ Ian Schapiro

Name: Ian Schapiro


Title:	Authorized Signatory

By: /s/ Peter Jonna

Name: Peter Jonna


Title:	Authorized Signatory

ARES SPECIAL SITUATIONS FUND IV, L.P., as a Holder

By: ASOF Management, L.P., its general partner

By: ASOF Management GP LLC, its general partner

By: /s/ Aaron Rosen

Name:Aaron Rosen

Title: Authorized Signatory

ASOF HOLDINGS I, L.P., as a Holder

By: ASOF Management, L.P., its general partner

By: ASOF Mana ent GP LLC, its general partner

By: /s/ Aaron Rosen

Name:Aaron Rosen

Title: Authorized Signatory

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. ANNOUNCES

CLOSING OF $80 MILLION EQUITY TRANSACTION

Indianapolis, IN - November 15, 2019 - Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA) (“IEA” or the “Company”), a leading infrastructure construction company with specialized energy and heavy civil expertise, today announced that it has completed the sale of 80,000 shares of Series B-3 Preferred Stock and 3,568,750 warrants to purchase the Company’s common stock at an exercise price of $0.0001 (the “First Closing”) to funds managed by the Private Equity Group of Ares Management Corporation (NYSE: ARES), (such funds, together, “Ares”), a leading global alternative asset manager for an aggregate purchase price of $80.0 million as contemplated by the Equity Commitment Agreement, dated as of October 29, 2019. The net proceeds from the First Closing were used to reduce outstanding borrowings under the Company’s term loan.

The Series B-3 Preferred Stock sold by the Company in the First Closing were a new series of the Company’s preferred stock designated as “Series B-3 Preferred Stock.” In connection with the First Closing, the terms of the Company’s Series B-1 Preferred Stock and Series B-2 Preferred Stock were amended to be substantially similar to the terms of the Series B-3 Preferred Stock.

In addition, the Company consummated the Preferred Stock Exchange Agreement dated October 29, 2019 by and among the Company, Ares, Infrastructure and Energy Alternatives, LLC (“IEA LLC”) and other parties (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company issued 19,123.87 shares of Series B-3 Preferred Stock and 657,383 warrants to purchase the Company’s common stock at an exercise price of $0.0001 to IEA LLC in exchange for 50% of the Series A Preferred Stock held by IEA LLC.

Guggenheim Securities, LLC acted as exclusive financial advisor to the Company in connection with the transactions, and Perella Weinberg Partners LP acted as exclusive financial advisor to the Special Committee of the Company's Board of Directors.

The Company has issued an investor presentation describing the impacts of the transactions, which was furnished as Exhibit 99.2 to the Company’s Current Report Form 8-K filed on October 30, 2019 and is also available on the Company’s website.

For a more detailed description of the First Closing and transactions in connection with the First Closing, and certain risks related to these transactions, please refer to our current reports on Form 8-K filed on October 30, 2019 and on or about the date hereof, and our quarterly report on Form 10-Q for the third quarter of 2019 filed on November 12, 2019.

About IEA

Infrastructure and Energy Alternatives, Inc. (IEA) is a leading infrastructure construction company with specialized energy and heavy civil expertise. Headquartered in Indianapolis, Indiana, with operations throughout the country, IEA’s service offering spans the entire construction process. The Company offers a full spectrum of delivery models including full engineering, procurement, and construction, turnkey, design-build, balance of plant, and subcontracting services. IEA is one of three Tier 1 wind energy contractors in the United States and has completed more than 200 wind and solar projects across North America. In the heavy civil space, IEA offers a number of specialty services including environmental remediation, industrial maintenance, specialty transportation infrastructure and other site development for public and private projects. For more information, please visit IEA’s website at www.iea.net or follow IEA on Facebook, LinkedIn and Twitter for the latest company news and events.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “seek,” “target,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact included in this press release, regarding expectations for the use of offering proceeds, future financial performance, business strategies, expectations for our business, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives and beliefs of management are forward-looking statements. These forward-looking statements are based on information available as of the date of this release and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove correct. Forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:


•	our ability to consummate the additional transactions contemplated by the Equity Commitment Agreement and Rights Offering Agreement;


•	availability of commercially reasonable and accessible sources of liquidity and bonding;


•	our ability to generate cash flow and liquidity to fund operations;


•	the timing and extent of fluctuations in geographic, weather and operational factors affecting our customers, projects and the industries in which we operate;


•	our ability to identify acquisition candidates, integrate acquired businesses and realize upon the expected benefits of the acquisition of CCS and William Charles;


•	consumer demand;


•	our ability to grow and manage growth profitably;


•	the possibility that we may be adversely affected by economic, business, and/or competitive factors;


•	market conditions, technological developments, regulatory changes or other governmental policy uncertainty that affects us or our customers;


•	our ability to manage projects effectively and in accordance with management estimates, as well as the ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects;


•	the effect on demand for our services and changes in the amount of capital expenditures by customers due to, among other things, economic conditions, commodity price fluctuations, the availability and cost of financing, and customer consolidation;


•	the ability of customers to terminate or reduce the amount of work, or in some cases, the prices paid for services, on short or no notice;


•	customer disputes related to the performance of services;


•	disputes with, or failures of, subcontractors to deliver agreed-upon supplies or services in a timely fashion;


•	our ability to replace non-recurring projects with new projects;


•	the impact of U.S. federal, local, state, foreign or tax legislation and other regulations affecting the renewable energy industry and related projects and expenditures;


•	the effect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements;


•	fluctuations in maintenance, materials, labor and other costs;


•	our beliefs regarding the state of the renewable wind energy market generally; and


•	the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2018, and in our quarterly reports, other public filings and press releases.

We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact



Andrew Layman	Financial Profiles, Inc.
Chief Financial Officer	Larry Clark, Senior Vice President
Andrew.Layman@iea.net	lclark@finprofiles.com
765-828-2580	310-622-8223