SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Infrastructure and Energy Alternatives, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

45686J104

(CUSIP Number)

Todd E. Molz

General Counsel, Chief Administrative Officer & Managing Director

Oaktree Capital Group, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 4, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45686J104 SCHEDULE 13D Page 2 of 32

1	NAME OF REPORTING PERSON Infrastructure and Energy Alternatives, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 12,727,667(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 12,727,667(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,727,667(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.5%(2)
14	TYPE OF REPORTING PERSON OO

(1) In its capacity as the direct beneficial owner of 12,727,667 shares of common stock of Infrastructure and Energy Alternatives, Inc. (the “Issuer”), consisting of (i) 10,798,500 shares of common stock, par value $0.00001 (the “Common Stock”), (ii) warrants exercisable for 657,383 shares of Common Stock and (iii) shares of Series A Preferred Stock, par value $0.00001 (the “Series A Preferred Stock”) convertible into 1,271,784 shares of Common Stock.

(2) Based upon (i) 22,789,262 shares of Common Stock outstanding as reported on the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the Securities and Exchange Commission on November 9, 2020 (the “Third Quarter 2020 10-Q”), (ii) warrants exercisable for 657,383 shares of Common Stock and (iii) shares of Series A Preferred Stock convertible into 1,271,784 shares of Common Stock.

CUSIP No. 45686J104 SCHEDULE 13D Page 3 of 32

1	NAME OF REPORTING PERSON OT POF IEA Preferred B Aggregator, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,018,374(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 1,018,374(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,374(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%(2)
14	TYPE OF REPORTING PERSON OO

(1) In its capacity as the direct owner of warrants exercisable for 1,018,374 shares of Common Stock.

(2) Based upon (i) 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q, and (ii) warrants exercisable for 1,018,374 shares of Common Stock.

CUSIP No. 45686J104 SCHEDULE 13D Page 4 of 32

1	NAME OF REPORTING PERSON OT POF IEA Preferred B Aggregator GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,018,374(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 1,018,374(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,374(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the general partner of OT POF IEA Preferred B Aggregator, L.P.

CUSIP No. 45686J104 SCHEDULE 13D Page 5 of 32

1	NAME OF REPORTING PERSON Oaktree Power Opportunities Fund III Delaware, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the controlling equityholder of Infrastructure and Energy Alternatives, LLC and the managing member of OT POF IEA Preferred B Aggregator GP, LLC.

CUSIP No. 45686J104 SCHEDULE 13D Page 6 of 32

1	NAME OF REPORTING PERSON Oaktree Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the general partner of Oaktree Power Opportunities Fund III Delaware, L.P.

CUSIP No. 45686J104 SCHEDULE 13D Page 7 of 32

1	NAME OF REPORTING PERSON Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

CUSIP No. 45686J104 SCHEDULE 13D Page 8 of 32

1	NAME OF REPORTING PERSON Oaktree Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

CUSIP No. 45686J104 SCHEDULE 13D Page 9 of 32

1	NAME OF REPORTING PERSON OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

CUSIP No. 45686J104 SCHEDULE 13D Page 10 of 32

1	NAME OF REPORTING PERSON Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

CUSIP No. 45686J104 SCHEDULE 13D Page 11 of 32

1	NAME OF REPORTING PERSON Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,746,041(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,746,041(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,746,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC.

CUSIP No. 45686J104 SCHEDULE 13D Page 12 of 32

1	NAME OF REPORTING PERSON OCM FIE, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 81,433(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 81,433(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%(2)
14	TYPE OF REPORTING PERSON OO

(1) Solely pursuant to the policies of Oaktree Capital Management, L.P. and by virtue of the securities held by Messrs. Peter Jonna, a member of the Issuer’s board of directors, and Ian Schapiro, a former member of the Issuer’s board of directors.

(2) Based upon 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q.

CUSIP No. 45686J104 SCHEDULE 13D Page 13 of 32

1	NAME OF REPORTING PERSON Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 81,433(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 81,433(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in in its capacity as managing member of OCM FIE, LLC

CUSIP No. 45686J104 SCHEDULE 13D Page 14 of 32

1	NAME OF REPORTING PERSON Oaktree Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 81,433(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 81,433(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

CUSIP No. 45686J104 SCHEDULE 13D Page 15 of 32

1	NAME OF REPORTING PERSON Atlas OCM Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 81,433(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 81,433(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,433(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON OO

(1) Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

CUSIP No. 45686J104 SCHEDULE 13D Page 16 of 32

1	NAME OF REPORTING PERSON Brookfield Asset Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,827,474(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,827,474(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,827,474(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.7%
14	TYPE OF REPORTING PERSON HC

(1) Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 45686J104 SCHEDULE 13D Page 17 of 32

1	NAME OF REPORTING PERSON Partners Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,827,474(1)
	8	SHARED VOTING POWER None
	9	SOLE DISPOSITIVE POWER 13,827,474(1)
	10	SHARED DISPOSITIVE POWER None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,827,474(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.7%
14	TYPE OF REPORTING PERSON HC

(1) Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc.

CUSIP No. 45686J104 SCHEDULE 13D Page 18 of 32

This Amendment No. 9 (“Amendment No. 9”) to Schedule 13D amends and supplements Amendment No. 1 to Schedule 13D (“Amendment No. 1”), filed on January 28, 2019, Amendment No. 2 to Schedule 13D (“Amendment No. 2”), filed on May 29, 2019, Amendment No. 3 to Schedule 13D (“Amendment No. 3”), filed on August 16, 2019, Amendment No. 4 to Schedule 13D (“Amendment No. 4”), filed on October 10, 2019, Amendment No. 5 to Schedule 13D (“Amendment No. 5”), filed on November 1, 2019, Amendment No. 6 (“Amendment No. 6”), filed on November 18, 2019, Amendment No. 7 (“Amendment No. 7”), filed on January 23, 2020 and Amendment No. 8 (“Amendment No. 8”), filed on August 7, 2020, each of which amended and supplemented the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on April 5, 2018 (together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the “Schedule 13D”), relating to Infrastructure and Energy Alternatives, Inc. (the “Issuer”).

As further described in Item 6 below, the Reporting Persons are party to certain agreements with Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. (the “Ares Entities”). As a result, the Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Ares Entities. The Reporting Persons expressly disclaim any membership in a group with the Ares Entities. It is the understanding of the Reporting Persons that the Ares Entities are filing a separate Schedule 13D with respect to the shares of Common Stock beneficially owned by the Ares Entities. The beneficial ownership of the Reporting Persons does not include any shares of Common Stock that may be beneficially owned by any of the Ares Entities, and the Reporting Persons disclaim beneficial ownership over such shares.

CUSIP No. 45686J104 SCHEDULE 13D Page 19 of 32

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) - (c), (f)

This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):

(i) Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (“Oaktree LLC” or the “Seller”), whose principal business is to hold the Subject Shares;

(ii) OT POF IEA Preferred B Aggregator, L.P., a Delaware limited partnership (“Aggregator LP”), whose principal business is to hold the Subject Shares;

(iii) OT POF IEA Preferred B Aggregator GP, LLC, a Delaware limited liability company (“Aggregator GP”), whose principal business is to serve as, and perform the functions of the general partner of Aggregator LP;

(iv) Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership (“Oaktree”), whose principal business is to (i) make investments in accordance with its established purpose and other applicable terms of its limited partnership agreement and (ii) serve as, and perform the functions of, the manager, managing member, or general partner of certain special purpose investment entities, including Oaktree LLC and Aggregator GP;

(v) Oaktree Fund GP, LLC, a Delaware limited liability company (“GP”), whose principal business is to serve as, and perform the functions of, the manager, managing member or general partner of certain special purpose investment entities, including Oaktree;

(vi) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds, including GP, and (ii) to act as the sole shareholder of certain controlling entities of certain investment funds;

(vii) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I;

(viii) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I and to hold limited partnership interests in Capital I;

CUSIP No. 45686J104 SCHEDULE 13D Page 20 of 32

(ix) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I;

(x) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts;

(xi) OCM FIE, LLC, a Delaware limited liability company (“FIE”), whose principal business is to act as a holding company of economic interests;

(xii) Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), whose principal business is to (i) provide investment advisory services to investment funds and accounts and (ii) serve as, and perform the functions of, the managing member of FIE;

(xiii) Oaktree Capital Management GP, LLC, a Delaware limited liability company (“OCM GP LLC”), in its capacity as the general partner of OCM;

(xiv) Atlas OCM Holdings, LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of OCM GP LLC;

(xv) Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas; and

(xvi) Partners Limited, a Canadian corporation (“Partners”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Set forth in the attached Annex A is a listing of the directors, executive officers, investment managers, managers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”), and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.

Except as set forth in Schedule A, the principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

(d)-(e)

During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

Peter Jonna, a director designee of Oaktree LLC, has notified the Issuer that he intends to resign from the Issuer’s board of directors upon the consummation of the Offering (as defined in Item 5).

The response to Item 6 is incorporated by reference into this Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b)

As of the date of this Amendment No. 9, the Reporting Persons beneficially owned that number of shares of Common Stock (the “Subject Shares”) set forth on the cover pages hereto, which information is incorporated herein by reference.

The aggregate percentage of shares of Common Stock reported as owned by Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”) is based on (i) 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q, (ii) the 1,271,784 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and (iii) the 657,383 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC.

The aggregate percentage of shares of Common Stock reported as owned by each of OT POF IEA Preferred B Aggregator, L.P. (“Aggregator LP”) and OT POF IEA Preferred B Aggregator GP, LLC (“Aggregator GP”) is based on (i) 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q and (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP.

The aggregate percentage of shares of Common Stock reported as owned by each of Oaktree Power Opportunities Fund III Delaware, L.P. (“Oaktree”), Oaktree Fund GP, LLC (“GP”), Oaktree Fund GP I, L.P. (“GP I”), Oaktree Capital I, L.P. (“Capital I”), OCM Holdings I, LLC (“Holdings I”), Oaktree Holdings, LLC (“Holdings LLC”) and Oaktree Capital Group, LLC (“OCG”) is based on (i) 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q, (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 657,383 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 1,271,784 shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

The aggregate percentage of shares of Common Stock reported as owned by each of Atlas OCM Holdings LLC (“Atlas OCM LLC”), Oaktree Capital Management GP LLC (“OCM GP LLC”), Oaktree Capital Management, L.P. (“OCM”) and OCM FIE, LLC (“FIE”) is based on 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q.

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The aggregate percentage of shares of Common Stock reported as owned by each of Brookfield Asset Management, Inc. (“BAM”) and Partners Limited (“Partners”) is based on (i) 22,789,262 shares of Common Stock outstanding as reported on the Third Quarter 2020 10-Q, (ii) the 1,018,374 shares of Common Stock issuable upon exercise of the Warrants held by Aggregator LP, (iii) the 657,383 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC and (iv) the 1,271,784 shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

In accordance with the Amended Series A Certificate, the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock is calculated by dividing (i) the Stated Value by (ii) the volume weighted average price (“VWAP”) per share of common stock for the 30 consecutive trading days ending on the trading day immediately preceding the conversion date. In the event the Series A Preferred Stock is converted following an uncured non-payment, failure or default event, or if a holder of Series A Preferred Stock is converting (i) when the terms of the Series B Preferred Stock or the Issuer’s existing senior credit agreement would prohibit the payment of cash dividends or (ii) when any shares of Series B Preferred Stock is outstanding, for the purposes of the foregoing calculation, VWAP per share will be multiplied by 90%. The “VWAP per share” is defined as the per share volume-weighted average price as reported by Bloomberg (as further described in the Amended Series A Certificate).

Oaktree LLC may be deemed to directly beneficially own 12,727,667 shares of Common Stock, which is 51.5% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares. Such shares of Common Stock includes (i) shares of Series A Preferred Stock convertible into 1,271,784 shares of Common Stock and (ii) the 657,383 shares of Common Stock issuable upon exercise of the Warrants held by Oaktree LLC. In addition, as further described in Item 6, on November 14, 2019, pursuant to the Exchange Agreement, the Issuer issued 19,123.87 shares of Series B-3 Preferred Stock to Oaktree LLC. Such shares of Series B-3 Preferred Stock are not included in the number of shares set forth above because the conversion of the Series B-3 Preferred Stock is subject to material conditions (as further described in “Conversion into Common Stock in Connection with Certain Events” in Item 6) that are outside of the control of the Reporting Persons.

Aggregator LP may be deemed to directly beneficially own 1,018,374 shares of Common Stock comprised of shares issuable upon exercise of the Warrants held by Aggregator LP, which is 4.3% of the Issuer’s Common Stock outstanding, and has sole power to vote and dispose of such shares upon exercise of such Warrants. Aggregator LP also owns shares of Series B-1 Preferred Stock. Such shares of Series B-1 Preferred Stock are not included in the number of shares set forth in the preceding sentence because the conversion of the Series B-1 Preferred Stock is subject to material conditions that are outside of the control of the Reporting Persons.

Aggregator GP, in its capacity as the general partner of Aggregator LP has the ability to direct the management of Aggregator LP’s business, including the power to direct the decisions of Aggregator LP regarding the vote and disposition of securities held by Aggregator LP, therefore, Aggregator GP may be deemed to have indirect beneficial ownership of the Subject Shares held by Aggregator LP.

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Oaktree, in its capacity as the managing member of Oaktree LLC, has the ability to direct the management of Oaktree LLC’s business, including the power to direct the decisions of Oaktree LLC regarding the vote and disposition of securities held by Oaktree LLC; therefore, Oaktree may be deemed to have indirect beneficial ownership of the Subject Shares held by Oaktree LLC. Pursuant to the Third Amended and Restated Investor Rights Agreement, each of Oaktree LLC and any affiliated transferee thereof has granted a power of attorney to vote such person’s shares of Common Stock and to act on such person’s behalf under the Third Amended and Restated Investor Rights Agreement. Additionally, Oaktree, in its capacity as the managing member of Aggregator GP, has the ability to direct the management of Aggregator GP’s business, including the power to direct the decisions of Aggregator GP regarding the vote and disposition of securities held by Aggregator LP; therefore, Oaktree may be deemed to have indirect beneficial ownership of the Subject Shares held by Aggregator LP.

GP, in its capacity as general partner of Oaktree, has the ability to direct the management of Oaktree’s business, including the power to direct the decisions of Oaktree regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, GP may be deemed to have indirect beneficial ownership of the Subject Shares.

GP I, in its capacity as the managing member of GP, has the ability to direct the management of GP’s business, including the power to direct the decisions of GP regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP, therefore, GP I may be deemed to have indirect beneficial ownership of the Subject Shares.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, Capital I may be deemed to have indirect beneficial ownership of the Subject Shares.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Subject Shares.

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the Subject Shares.

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OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of securities held by Oaktree LLC and/or Aggregator LP; therefore, OCG may be deemed to have indirect beneficial ownership of the Subject Shares.

Pursuant to the policies of OCM, Messrs. Schapiro and Jonna hold their securities for the benefit of FIE. OCM is the managing member of FIE; OCM GP LLC is the general partner of OCM and has the power to direct the management of OCM including its decisions with respect to such Subject Shares; Atlas OCM LLC is the sole managing member of OCM GP LLC and has the power to direct the management of OCM GP LLC including its decisions with respect to such Subject Shares; Atlas OCM LLC is managed by its ten member board of directors; therefore, FIE, OCM, OCM GP LLC and Atlas OCM LLC may be deemed to have indirect beneficial ownership of such Subject Shares.

With respect to the Subject Shares reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of Subject Shares which such Reporting Person may be deemed to beneficially own as set forth above.

Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among OCG, Brookfield Asset Management, Inc. (“BAM”) and other parties thereto, as reported by OCG on a Current Report on Form 8-K, dated October 4, 2019, BAM and certain of its affiliates may be deemed to beneficially own certain Subject Shares reported herein as beneficially owned by OCG and Atlas OCM LLC. BAM disclaims beneficial ownership of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, except to the extent of its pecuniary interest therein.

Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of the Subject Shares reported herein as beneficially owned by OCG and Atlas OCM LLC. Partners disclaims beneficial ownership of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, except to the extent of its pecuniary interest therein.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Oaktree LLC and Aggregator LP, that it is the beneficial owner of any of the Subject Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than Oaktree LLC and Aggregator LP.

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To the actual knowledge of the Reporting Persons, none of the Covered Persons directly owns any Subject Shares; provided, however, that because of each Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the Subject Shares beneficially owned by such Reporting Person. Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the Subject Shares reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.

(c)       On December 23, 2020, the Issuer issued 525,000 shares of common stock to Oaktree LLC pursuant to the (i) Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among the Issuer and Oaktree LLC, among others, (ii) Founder Shares Amendment Agreement, dated as of March 26, 2018, by and among the Issuer and Oaktree LLC, among others, and (iii) Amended and Restated Founder Shares Amendment Agreement, dated as of June 6, 2018, by and among the Issuer and Oaktree LLC, among others.

On December 30, 2020, Oaktree LLC distributed 40,000 shares of common stock to Christopher Hanson, the Issuer’s Executive Vice President of Wind Operations and a member of Oaktree LLC, as a pro rata in-kind distribution in respect of his membership interest in Oaktree LLC, who in turn donated these shares to the Dash Foundation Inc.

On February 3, 2021, Oaktree LLC entered into an underwriting agreement (the “Underwriting Agreement”) with the Issuer and Guggenheim Securities, LLC, as representative of the several underwriters named therein (the “Underwriters”) that provides for the offer and sale (the “Offering”) by Oaktree LLC, and the purchase by the Underwriters, of 8,000,000 shares of Common Stock. The Underwriting Agreement also provides the Underwriters a 30-day option to purchase up to 853,286 additional shares of Common Stock at the public offering price, less the underwriting discounts and commissions. The Offering is expected to close on February 4, 2021, subject to customary closing conditions.

(d)       Not applicable.

(e)       Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is supplemented by adding the following disclosure after the last paragraph of this Item:

On February 3, 2021, the Ares Entities and Oaktree LLC and Aggregator LP (collectively, the “Oaktree Parties”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Ares Entities agreed to purchase all shares of the Series A Preferred Stock, the Series B-1 Preferred Stock, and the Series B-3 Preferred Stock held by the Oaktree Parties. The closing of the transactions under the Securities Purchase Agreement is conditional upon, among other things, Oaktree LLC selling a minimum of $60,000,000 of Common Stock in an underwritten public offering. Oaktree has requested that the Company effect an underwritten “takedown” offering from the Company’s existing shelf registration statement covering the resales of such shares.

Underwritten Offering

On February 3, 2021, Oaktree LLC entered into the Underwriting Agreement with the Issuer and Guggenheim Securities, LLC, as representative of the several Underwriters that provides for the Offering by Oaktree LLC of 8,000,000 shares of Common Stock. The Underwriting Agreement also provides the Underwriters a 30-day option to purchase up to 853,286 additional shares of Common Stock at the public offering price, less the underwriting discounts and commissions. The Offering is expected to close on February 4, 2021, subject to customary closing conditions.

In connection with the Offering, Oaktree LLC, among others, each agreed to enter into a lock-up agreement, dated February 3, 2021 (the “Lock-Up Agreement”), with the Underwriters, pursuant to which, for the period beginning on the date of the Lock-Up Agreement and ending on and including the date that is 90 days after February 3, 2021 (the “Lock-Up Period”), without the prior written consent of Guggenheim Securities, LLC, on behalf of the underwriters, and subject to certain exceptions listed therein, during the Lock-Up Period, Oaktree LLC will not, and will not cause any direct or indirect affiliate to, directly or indirectly, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the lock-up signatory in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with the common stock, the “Relevant Securities”), (b) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Relevant Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Relevant Securities, in cash or otherwise, (c) make any demand for, or exercise any right with respect to, the registration of any Relevant Securities, or (d) publicly disclose the intention to do any of the foregoing.

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Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Exhibit 1	Joint Filing Agreement, by and among the Reporting Persons, dated as of August 7, 2020.
Exhibit 2	Agreement and Plan of Merger, dated as of November 3, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.1 to the Issuer’s Amendment No.1 to its Current Report on Form 8-K filed November 8, 2017).
Exhibit 3	Amendment No. 1 to the Agreement and Plan of Merger, dated November 15, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed November 21, 2017).
Exhibit 4	Amendment No. 2 to the Agreement and Plan of Merger, dated December 27, 2017, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.3 to the Issuer’s Current Report on Form 8-K filed January 2, 2018).
Exhibit 5	Amendment No. 3 to the Agreement and Plan of Merger, dated January 9, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.4 to the Issuer’s Current Report on Form 8-K filed January 10, 2018).
Exhibit 6	Amendment No. 4 to the Agreement and Plan of Merger, dated February 7, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.5 to the Issuer’s Current Report on Form 8-K filed February 9, 2018).

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Exhibit 7	Amendment No. 5 to the Agreement and Plan of Merger, dated March 8, 2018, by and among the Issuer, IEA Energy Services LLC, Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, Infrastructure and Energy Alternatives, LLC (“Oaktree LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Oaktree LLC’s representative, and, solely for purposes of certain sections therein, M III Sponsor I LLC and M III Sponsor I LP. (incorporated by reference to Exhibit 2.6 to the Issuer’s Current Report on Form 8-K filed March 8, 2018).
Exhibit 8	Waiver, Consent and Agreement to Forfeit Founder Shares, dated as of March 20, 2018, by and among IEA Energy Services LLC, Infrastructure and Energy Alternatives, LLC, Oaktree Power Opportunities Fund III Delaware, L.P., M III Acquisition Corp., Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed March 20, 2018).
Exhibit 9	Founder Shares Amendment Agreement, dated as of March 26, 2018, by and among M III Sponsor I LLC, M III Sponsor I LP, M III Acquisition Corp. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
Exhibit 10	Registration Rights Agreement dated as of March 26, 2018 by and among Infrastructure and Energy Alternatives, Inc., Oaktree LLC, M III Sponsor I LLC and M III Sponsor I LP, Cantor Fitzgerald & Co., Mr. Osbert Hood and Mr. Philip Marber (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
Exhibit 11	Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.3 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
Exhibit 12	Investor Rights Agreement, dated as of March 26, 2018, (i) by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC and any other Sponsor Affiliated Transferees who become a party to the agreement; and (ii) Infrastructure and Energy Alternatives, Inc. Infrastructure and Energy Alternatives, LLC, any other Seller Affiliated Transferees who become a party to the agreement and Oaktree Power Opportunities Fund III Delaware, L.P., in its capacity as the representatives of the Selling Stockholders (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed March 29, 2018).
Exhibit 13	First Amendment to Amended and Restated Registration Rights Agreement, dated as of June 6, 2018, by and between Infrastructure and Energy Alternatives, Inc. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed June 7, 2018).
Exhibit 14	Amended and Restated Founder Shares Amendment Agreement, dated as of June 6, 2018, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, M III Sponsor I LP, Infrastructure and Energy Alternatives, LLC and Messrs. Hood and Marber (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed June 7, 2018.)
Exhibit 15	Equity Commitment Agreement, dated as of May 14, 2019, by and among Infrastructure and Energy Alternatives Inc., the Commitment Parties thereto, and Oaktree Power Opportunities Fund III Delaware, L.P., solely for limited purposes (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 10-Q filed on May 15, 2019).
Exhibit 16	Amended and Restated Equity Commitment Agreement, dated May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., and the commitment parties party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
Exhibit 17	Warrant Agreement, dated May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc. and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
Exhibit 18	Second Amendment to Amended and Restated Registration Rights Agreement, dated as of May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P. and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
Exhibit 19	Certificate of Designations of Series B Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
Exhibit 20	Amended and Restated Investor Rights Agreement, dated as of May 20, 2019, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P.  (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).

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Exhibit 21	Amended and Restated Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed May 22, 2019).
Exhibit 22	Equity Commitment Agreement, dated August 13, 2019, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties party thereto and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 10-Q filed on August 14, 2019).
Exhibit 23	Second Amended and Restated Investor Rights Agreement, dated as of August 30, 2019, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on August 30, 2019).
Exhibit 24	Equity Commitment Agreement, dated October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties party thereto, Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC, and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on October 30, 2019).
Exhibit 25	Preferred Stock Exchange Agreement, dated October 29, 2019, by and among the Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on October 30, 2019).
Exhibit 26	Rights Offering Agreement, dated October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on October 30, 2019).
Exhibit 27	Voting Agreement, dated as of October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Infrastructure and Energy Alternatives, LLC, OT POF IEA Preferred B Aggregator, L.P., M III Sponsor, Mohsin Y. Meghji, Mohsin Meghji 2016 Gift Trust and Charles Garner and M III Sponsor I LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed on October 30, 2019).
Exhibit 28	Indemnification Letter Agreement, dated as of October 29, 2019, by and among Infrastructure and Energy Alternatives, Inc., Oaktree Power Opportunities Fund III Delaware L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on October 30, 2019).
Exhibit 29	Certificate of Designations of Series B-3 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 30	Second Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.2 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 31	Amended and Restated Certificate of Designations of Series B-2 Preferred Stock of Infrastructure and Energy Alternatives, Inc. (incorporated by reference to Exhibit 3.3 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 32	Investor Rights Agreement, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc., 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. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 33	Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Ares Special Situations Fund IV, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 34	Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and ASOF Holdings I, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 35	Warrant Certificate, dated November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed on November 15, 2019).
Exhibit 36	Fourth Amendment to Amended and Restated Registration Rights Agreement, dated as of November 14, 2019, by and among Infrastructure and Energy Alternatives, Inc., OT POF IEA Preferred B Aggregator, L.P., Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and Infrastructure and Energy Alternatives, LLC (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed on November 15, 2019).

CUSIP No. 45686J104 SCHEDULE 13D Page 29 of 32

Exhibit 37	First Amendment to Rights Offering Agreement, dated as of January 27, 2020, by and among Infrastructure and Energy Alternatives, Inc., Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P., Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on January 27, 2020).
Exhibit 38	Third Amended and Restated Investor Rights Agreement, dated as of January 23, 2020, by and among Infrastructure and Energy Alternatives, Inc., M III Sponsor I LLC, Infrastructure and Energy Alternatives, LLC and Oaktree Power Opportunities Fund III Delaware, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on January 27, 2020).
Exhibit 39	Second Amendment to Equity Commitment Agreement, dated July 23, 2020, by and among Infrastructure and Energy Alternatives, Inc., the Commitment Parties party thereto, Oaktree Power Opportunities Fund III Delaware, L.P., Infrastructure and Energy Alternatives, LLC, and OT POF IEA Preferred B Aggregator, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on July 24, 2020).
Exhibit 40	Securities Purchase Agreement, dated February 3, 2021, by and among 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.
Exhibit 41	Fifth Amendment to Amended and Restated Registration Rights Agreement, dated as of February 3, 2021, by and among Infrastructure and Energy Alternatives, Inc., OT POF IEA Preferred B Aggregator, L.P., Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and Infrastructure and Energy Alternatives, LLC.
Exhibit 42	Underwriting Agreement dated February 4, 2021 among Infrastructure and Energy Alternatives, Inc., the Underwriters and the Selling Stockholder (incorporated by reference to Exhibit 1.1 to the Issuer’s Form 8-K filed on February 4, 2021).
Exhibit 43	Lock-Up Agreement among Infrastructure and Energy Alternatives, LLC and Guggenheim Securities, LLC, dated February 4, 2021.

CUSIP No. 45686J104 SCHEDULE 13D Page 30 of 32

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 4, 2021

Infrastructure and Energy Alternatives, LLC
By:	/s/ Peter Jonna
	Name: Peter Jonna Title: Authorized Signatory
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 Fund GP, LLC
Its:	General Partner
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
OT POF IEA Preferred B Aggregator GP, LLC
By:	Oaktree Power Opportunities Fund III Delaware, L.P.
Its:	Managing Member
By:	Oaktree Fund GP, LLC
Its:	General Partner
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory

CUSIP No. 45686J104 SCHEDULE 13D Page 31 of  32

Oaktree Power Opportunities Fund III Delaware, L.P.
By:	Oaktree Fund GP, LLC
Its:	General Partner
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Oaktree Fund GP, LLC
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Oaktree Fund GP I, L.P.
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Oaktree Capital I, L.P.
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President
OCM Holdings I, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President

Oaktree Holdings, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President
Oaktree Capital Group, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President

OCM FIE, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory

CUSIP No. 45686J104 SCHEDULE 13D Page 32 of 32

Oaktree Capital Management, L.P.
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President

Oaktree Capital Management GP, LLC
By: Atlas OCM Holdings, LLC
Its: Managing Member
By: Oaktree New Holdings, LLC
Its: Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Atlas OCM Holdings, LLC
By: Oaktree New Holdings, LLC
Its: Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Brookfield Asset Management Inc.
By:	/s/ Jessica Diab
	Name: Jessica Diab Title: Vice President, Legal & Regulatory
Partners Limited
By:	/s/ Brian Lawson
	Name: Brian Lawson Title: Director and President

ANNEX A

Infrastructure and Energy Alternatives, LLC

The controlling equityholder of Infrastructure and Energy Alternatives, LLC is Oaktree Power Opportunities Fund III Delaware, L.P.

OT POF IEA Preferred B Aggregator, L.P.

The general partner of OT POF IEA Preferred B Aggregator, L.P. is OT POF IEA Preferred B Aggregator GP, LLC.

OT POF IEA Preferred B Aggregator GP, LLC

The managing member of OT POF IEA Preferred B Aggregator GP, LLC is Oaktree Power Opportunities Fund III Delaware, L.P.

Oaktree Power Opportunities Fund III Delaware, L.P.

The general partner of Oaktree Power Opportunities Fund III Delaware, L.P. is Oaktree Fund GP, LLC.

Oaktree Fund GP, LLC

The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.

Oaktree Fund GP I, L.P.

The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.

Oaktree Capital I, L.P.

The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.

OCM Holdings I, LLC

The Managing Member of OCM holdings I, LLC is Oaktree Holdings, LLC

Oaktree Holdings, LLC

The Managing Member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC

OCM FIE, LLC

The managing member of OCM FIE, LLC is Oaktree Capital Management, L.P.

Oaktree Capital Management, L.P.

The general partner of Oaktree Capital Management, L.P. is Oaktree Capital Management GP, LLC.

Oaktree Capital Management GP, LLC

The sole managing member of Oaktree Capital Management GP, LLC is Atlas OCM Holdings, LLC.

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

Name	Principal Occupation
Howard S. Marks	Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh	Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
Jay S. Wintrob	Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
John B. Frank	Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
Sheldon M. Stone	Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
Justin Beber	Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc.
Bruce Flatt	Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc.
D. Richard Masson	Owner and general manager of Golden Age Farm, LLC
Marna C. Whittington	Retired
Steven J. Gilbert	Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
Daniel D. Levin	Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
Todd E. Molz	General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P.

Atlas OCM Holdings, LLC

The name and principal occupation of each of the directors and executive officers of Atlas OCM Holdings, LLC are listed below.

Name	Principal Occupation
Howard S. Marks	Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh	Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
Jay S. Wintrob	Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
John B. Frank	Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
Sheldon M. Stone	Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
Justin Beber	Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc.
Bruce Flatt	Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc.
D. Richard Masson	Owner and general manager of Golden Age Farm, LLC
Marna C. Whittington	Retired
Steven J. Gilbert	Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.

Brookfield Asset Management Inc.

The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are listed below.

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
M. Elyse Allan, Director	181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada	Corporate Director	U.S.A. and Canada
Jeffrey M. Blidner, Vice Chair and Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Vice Chair of Brookfield	Canada
Angela F. Braly, Director	832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.	Corporate Director	U.S.A.
Jack L. Cockwell, Director	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Chair of Brookfield Partners Foundation	Canada
Marcel R. Coutu, Director	c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2	Corporate Director	Canada
Murilo Ferreira, Director	Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090	Former Chief Executive Officer of Vale SA	Brazil
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Managing Partner and Chief Executive Officer of Brookfield	Canada
Maureen Kempston Darkes, Director	10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7	Corporate Director	Canada
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate	250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.	Managing Partner, Chief Executive Officer Real Estate of Brookfield	Canada
Brian D. Lawson, Vice Chair and Honorary Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Vice Chair of Brookfield	Canada
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer Private Equity of Brookfield	Canada
Frank J. McKenna, Director	TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2, Canada	Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale	Canada
Rafael Miranda, Director	C/Santiago de Compostela 100 28035 Madrid, Spain	Corporate Director	Spain
Janice Fukakusa, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada
Lord Augustine Thomas O’Donnell, Director	Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA	Chairman of Frontier Economics Limited	United Kingdom
Hutham S. Olayan, Director	133 East 64th Street, Apt. 5A, New York, NY 10065m U.S.A.	Chairman of The Olayan Group	U.S.A. and Saudi Arabia
Lori Pearson, Managing Partner and Chief Operating Officer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner and Chief Operating Officer of Brookfield	Canada
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer Infrastructure of Brookfield	Canada
Seek Ngee Huat, Director	501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880	Chairman, Global Logistic Properties	Singapore
Sachin G. Shah, Managing Partner, Chief Investment Officer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Investment Officer of Brookfield	Canada
Connor Teskey, Managing Partner, Chief Executive Officer Renewable Power	One Canada Square, Level 25, Canary Wharf, London UK E14 5AA	Managing Partner, Chief Executive Officer Renewable Power of Brookfield	Canada
Diana L. Taylor, Director	c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075	Corporate Director	U.S.A. and Canada
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield	Canada
Howard S. Marks, Director	c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071	Co-Chairman, Oaktree Capital Management	U.S.A
Nicholas H. Goodman, Managing Partner and Chief Financial Officer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner and Chief Financial Officer of Brookfield	United Kingdom
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer Alternative Investments of Brookfield	Canada

Partners Limited

The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed below.

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jack L. Cockwell, Director and Chairman of the Board	51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada	Chairman of Brookfield Partners Foundation	Canada
Brian W. Kingston, Director	250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.	Managing Partner, Chief Executive Real Estate of Brookfield	Canada
Brian D. Lawson, Director and President	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Vice Chair of Brookfield	Canada
Cyrus Madon, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer Private Equity of Brookfield	Canada
Timothy R. Price, Director	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director	Canada
Samuel J.B. Pollock, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Executive Officer Infrastructure of Brookfield	Canada
Sachin G. Shah, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Chief Investment Officer Renewable Power of Brookfield	Canada
Lisa Chu, Treasurer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Senior Vice President - Finance of Brookfield	Canada
Lorretta Corso, Secretary	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Administrator, Corporate Secretary of Brookfield	Canada
Tim Wang, Assistant Secretary	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Manager, Capital Markets and Treasury of Brookfield	Canada

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of February 4, 2021.

Infrastructure and Energy Alternatives, LLC
By:	/s/ Peter Jonna
	Name: Peter Jonna Title: Authorized Signatory
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 Fund GP, LLC
Its:	General Partner
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
OT POF IEA Preferred B Aggregator GP, LLC
By:	Oaktree Power Opportunities Fund III Delaware, L.P.
Its:	Managing Member
By:	Oaktree Fund GP, LLC
Its:	General Partner
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory

Oaktree Power Opportunities Fund III Delaware, L.P.
By:	Oaktree Fund GP, LLC
Its:	General Partner
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Oaktree Fund GP, LLC
By:	Oaktree Fund GP I, L.P.
Its:	Managing Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Oaktree Fund GP I, L.P.
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Oaktree Capital I, L.P.
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President
OCM Holdings I, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President

Oaktree Holdings, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President
Oaktree Capital Group, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President

OCM FIE, LLC
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory

Oaktree Capital Management, L.P.
By:	/s/ Henry Orren
	Name: Henry Orren Title: Vice President

Oaktree Capital Management GP, LLC
By: Atlas OCM Holdings, LLC
Its: Managing Member
By: Oaktree New Holdings, LLC
Its: Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Atlas OCM Holdings, LLC
By: Oaktree New Holdings, LLC
Its: Member
By:	/s/ Henry Orren
	Name: Henry Orren Title: Authorized Signatory
Brookfield Asset Management Inc.
By:	/s/ Jessica Diab
	Name: Jessica Diab Title: Vice President, Legal & Regulatory
Partners Limited
By:	/s/ Brian Lawson
	Name: Brian Lawson Title: Director and President

EX-99.40

EXHIBIT 40

Execution Version

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of February 3, 2021 (this “Agreement”), by and among Infrastructure and Energy Alternatives, LLC (“IEA LLC”) and OT POF IEA Preferred B Aggregator, L.P. (“Aggregator”) (each, a “Seller” and collectively, the “Sellers”) and Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., (each, a “Purchaser” and collectively, the “Purchasers”) and, solely for the purpose and subject to the terms and conditions of Section 10 hereunder, Oaktree Power Opportunities Fund III, L.P. (the “Indemnitor”).

W I T N E S S E T H:

WHEREAS, each of the Sellers owns the number of shares of (i) Series A Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”) of Infrastructure & Energy Alternatives, Inc., a Delaware corporation (the “Company”), (ii) Series B-1 Preferred Stock, par value $0.0001 per share of the Company (“Series B-1 Preferred Stock”) and (iii) Series B-3 Preferred Stock, par value $0.0001 per share of the Company (“Series B-3 Preferred Stock”) set forth on Exhibit A hereto (collectively, the “Purchased Shares”);

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Sellers wish to sell to the Purchasers, and the Purchasers wish to purchase from the Sellers all of the Purchased Shares for the applicable purchase price set forth on Exhibit A hereto (the “Purchase Price”); and

WHEREAS, it is the intention of IEA LLC and, if applicable, certain of its affiliates to commence an underwritten public offering (the “Public Offering”) of shares of common stock of the Company following the execution of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.       Terms of Sale and Purchase.

(a)       Agreement to Sell and Purchase. Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser hereby agrees, severally and not jointly, to purchase, and each Seller shall sell to such Purchaser, at the Closing (as hereinafter defined) for the applicable Purchase Amount paid to the Sellers by wire transfer of immediately available funds, the Purchased Shares in such proportion as set forth on Exhibit A hereto (such proportion of Purchased Shares, the “Attributable Purchased Shares”), free and clear of all liens, options, rights of first refusal, preemptive rights, servitudes, security interests, mortgages, pledges, deeds of trust, easements, encumbrances, restrictions on transfer, liens for taxes, conditional sales or other title retention agreements or defects in title (collectively, “Liens”) other than (x) restrictions on transfer set forth in the Company’s organizational documents and (y) restrictions on transfer under applicable securities Laws (clauses (x) and (y) together, “Permitted Liens”).

(b)       Closing.

(1)       The closing of the transactions described in Section 1(a) (the “Closing”) shall occur on the date that is two (2) Business Days following satisfaction of the conditions set forth in Section 5 and Section 6 (the “Closing Date”), or such later date as may be agreed to by the parties in writing, by electronic exchange of documentation and signatures.

(2)       At the Closing, upon the terms and subject to the conditions of this Agreement,

(i)       each Purchaser shall pay the applicable Purchase Price to the Sellers against delivery by each Seller to the applicable Purchaser of the Attributable Purchased Shares;

(ii)       the Sellers shall cause the “Stockholders Representative” (as defined in the Amended and Restated Certificate of Designations of the Series A Preferred Stock (the “Series A COD”)) to appoint in writing, in form and substance reasonably acceptable to Purchaser, a designee chosen by the Purchasers (of which the Sellers shall have received notice at least two (2) Business Days prior to the Closing) as the “Stockholders Representative” pursuant to Section 6(b) of the Series A COD, and the Purchasers shall approve such designee as the “Stockholders Representative” thereunder effective as of the Closing pursuant to Section 6(b) of the Series A COD; and

(iii)       each of the Sellers and the Purchasers shall execute and deliver any other customary documents or certificates reasonably requested by the other parties hereto which are reasonably necessary to give effect to the Closing and do not conflict with any of the terms of this Agreement.

(c)       Delivery.

(1)       Payment by the Purchasers to the Sellers at the Closing of the applicable Purchase Price shall be made in cash by wire transfer in accordance with the instructions delivered by the Sellers to the Purchasers to each applicable Seller’s specified account.

(2)       The delivery of the Purchased Shares by the Sellers to the Purchasers at the Closing shall be made and evidenced with such actions and documents as are reasonably required by the transfer agent and the Company in order to record and evidence the transfer of the Purchased Shares with the transfer agent and on the books and records the Company, as applicable.

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2.       Representations and Warranties of the Sellers. Each Seller hereby, severally and not jointly and severally, represents and warrants to the Purchasers as of the date hereof and as of the Closing as follows:

(a)       Organization and Authority. Such Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Seller of this Agreement is within the powers of such Seller and has been duly authorized by all necessary action on the part of such Seller. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of such Seller. Assuming due authorization, execution and delivery of this Agreement by each Purchaser, this Agreement constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(b)       Noncontravention. Neither the execution, delivery and performance by such Seller of this Agreement nor the consummation of the transactions contemplated hereby does or would reasonably be expected to (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of such Seller, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property or assets of such Seller, except, in the case of clause (i), as would not reasonably be expected to prevent or materially delay such Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

(c)       Approvals and Filings. No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, stock exchange or market or other third party is required to be obtained or made by the Sellers in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, other than (i) filings required to be made under the Securities Exchange Act of 1934, as amended or (ii) filings with the Company or the Company’s transfer agent to record the transfer of the Purchased Shares.

(d)       Title to Purchased Shares. Such Seller is the sole owner of record of the applicable Purchased Shares as set forth on Exhibit A hereto, and owns all 

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right, good and valid title and interests (legal and beneficial) in and to the applicable Purchased Shares free and clear of all Liens, other than Permitted Liens. Upon the transfer of the applicable Purchased Shares owned by such Seller to the applicable Purchasers and payment to such Seller of the applicable portion of the Purchase Price, the applicable Purchasers will acquire good and valid title to such Purchased Shares free and clear of all Liens (other than Permitted Liens and Liens created by action of the Purchasers or their affiliates). No other Person, has any option, call, warrant, commitment or similar right with respect to the Purchased Shares owned by such Seller and such Seller has not entered into any agreement or contract (whether written or oral) with any Person imposing, or that would reasonably be expected to impose, a Lien on the applicable Purchased Shares.

(e)       Litigation. Other than the matter set forth on Schedule 1(a) (the “Disclosed Proceeding”), there is no action, suit, claim, proceeding, arbitration, governmental inquiry or investigation pending or, to the Sellers’ knowledge, threatened against the Sellers, at law or in equity, before or by any governmental or regulatory department, commission, board, bureau, agency or instrumentality, domestic or foreign (each, a “Proceeding”), which would, or would reasonably be expected to, adversely affect the validity of, or prevent the consummation of, the transactions contemplated by this Agreement. There is no Proceeding by or on behalf of the Sellers pending or, to the Sellers’ knowledge, threatened against any other Person relating to the Purchased Shares.

(f)       Brokers. Such Seller has not, directly, or indirectly, engaged any Person acting in the capacity of a finder or broker, nor has such Seller incurred any obligations for any finder’s, broker’s fee, commission or similar fees, in connection with the transactions contemplated by this Agreement (other than in connection with the Public Offering, which will not result in any such fees becoming payable by the Purchasers or any of their affiliates).

(g)       Sophisticated Seller. Such Seller (1) is a sophisticated person with respect to the sale of the Purchased Shares; (2) is able to bear the economic risk associated with the sale of the Purchased Shares; (3) has such knowledge and experience, and has made sales of a similar nature, so as to be aware of the risks and uncertainties inherent in transactions of the type contemplated in this Agreement; and (4) has independently and without reliance upon any of the Purchasers, and based on such information as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that such Seller has relied upon the Purchasers’ express representations, warranties, covenants and agreements in this Agreement.

(h)       No general advertising. The Purchased Shares were not offered and are not being sold to the Purchasers by any form of general solicitation or general advertising.

3.       Representations and Warranties of the Purchasers. Each Purchaser represents and warrants to the Sellers, severally and not jointly and severally, as follows:

(a)       Organization and Authority. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in

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which it is organized and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Purchaser of this Agreement is within the powers of such Purchaser and has been duly authorized by all necessary action on the part of such Purchaser. Assuming due authorization, execution and delivery of this Agreement by the Sellers, this Agreement constitutes a valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(b)       Noncontravention. Neither the execution, delivery and performance by such Purchaser of this Agreement nor the consummation of the transactions contemplated hereby does or would reasonably be expected to (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchasers is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of such Purchaser, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser except, in the case of clause (i), as would not reasonably be expected to prevent or materially delay such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

(c)       Approvals and Filings. No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, stock exchange or market or other third party is required to be obtained or made by the Purchaser in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, other than (i) filings required to be made under the Securities Exchange Act of 1934, as amended or (ii) filings with the Company or the Company’s transfer agent to record the transfer of the Purchased Shares.

(d)       Sophisticated Purchaser. Such Purchaser (1) is a sophisticated person with respect to the purchase of the Purchased Shares; (2) is able to bear the economic risk associated with the purchase of the Purchased Shares; (3) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in transactions of the type contemplated in this Agreement; and (4) has independently and without reliance upon the Sellers, and based on such information as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that such Purchaser has relied upon the Sellers’ express representations, warranties, covenants and agreements in this Agreement.

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(e)       Securities Act. Such Purchaser understands that the Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that such Purchased Shares may not be sold or otherwise disposed of except pursuant to an effective registration statement or pursuant to a duly available exemption from such registration requirements. Such Purchaser is purchasing the Purchased Shares for its own account and not with a view to, or for offer or sale in connection with, any distribution in a manner that would violate the Securities Act.  In making any subsequent offering or sale of the Purchased Shares, such Purchaser will be acting only for itself and not as part of a sale or planned distribution in violation of the Securities Act. Such Purchaser is aware that it must bear the risk of an investment in the Purchased Shares and such Purchaser is able to bear such risk. Such Purchaser is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Purchased Shares and, having had access to or having been furnished with all such information as it has considered necessary, has concluded that it is able to bear those risks. The purchase of the Purchased Shares by such Purchaser is not part of a plan or scheme on the part of such Purchaser to evade the registration requirements of the Securities Act. The Purchased Shares were not offered and are not being sold to the Purchasers by any form of general solicitation or general advertising.

(f)       Litigation. Other than the Disclosed Proceeding, there is no Proceeding pending or, to the Purchasers’ knowledge, threatened against the Purchasers, which would, or would reasonably be expected to, adversely affect the validity of, or prevent the consummation of, the transactions contemplated by this Agreement.

(g)       Brokers. Such Purchaser has not, directly, or indirectly, engaged any Person acting in the capacity of a finder or broker, nor has such Purchaser incurred any obligations for any finder’s, broker’s fee, commission or similar fees, in connection with the transactions contemplated by this Agreement.

4.       Excluded Information.

(a)       Each Seller and each Purchaser (the “Representing Party”) understands and acknowledges that the other party (the “Other Party”) and/or one or more of the other party’s affiliates may be in possession of non-public information relating to the Company or the Purchased Shares not known to such Other Party, including, without limitation, information received from or on behalf of the Company or its representatives or other sources on a confidential basis and information received on a privileged basis (collectively, the “Excluded Information”). The Excluded Information may include, without limitation, information relating to the Company’s financial condition (including historic and projected financial and other information), future capital expenditures, future prospects, projections, business strategies, litigation, settlement discussions, negotiations, restructurings, corporate acquisition or disposition plans, financings, backlog and prospects, statuses of projects, information received through the Company or its representatives, which information such Representing Party has not disclosed to such Other

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Party. Each Other Party acknowledges that the Excluded Information may be (i) indicative of a value of the Purchased Shares that is substantially more or less than the Purchase Price or otherwise adverse to such Other Party or/and (ii) material to such Purchaser’s decision to purchase the Purchased Shares and to such Seller’s decision to sell the Purchased Shares. The Excluded Information is not being disclosed by or on behalf of the Other Party to the Representing Party. Each Representing Party agrees that each Other Party and its affiliates shall not be obligated to disclose any Excluded Information to such Representing Party, nor be deemed to have relied on the Excluded Information by virtue of its purchase or sale of the Purchased Shares.

(b)       Each Representing Party represents and acknowledges that it determined to enter into the transactions contemplated by this Agreement for its own business purposes, notwithstanding each Other Party’s and its affiliates’ possession of the Excluded Information and the non-disclosure thereof, and agrees that none of such Other Party, its affiliates or any of their representatives shall have any liability to such Representing Party or its affiliates and such Representing Party hereby to the extent permitted by law waives and releases any claims that such Representing Party or any of its affiliates may have against such Other Party or any of its affiliates or representatives with respect to the non-disclosure of the Excluded Information; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such Other Party expressly set forth in this Agreement.

5.       Conditions to Purchasers’ Obligation to Purchase. Each Seller acknowledges that each Purchaser’s obligation to pay to such Seller the applicable Purchase Price in exchange for the Purchased Shares on the Closing Date is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by each Purchaser in its sole discretion):

(a)       no Proceeding by a governmental entity shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement and no governmental entity having jurisdiction over any party shall have issued any order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

(b)       the Sellers shall have completed an underwritten public offering and/or other sale of common stock of the Company held by them and received at least $60,000,000 of proceeds (before underwriting discounts and commissions) from such offering and/or sale by no later than February 26, 2021 (the “Contemplated Sale”);

(c)       the representations and warranties of the Sellers contained in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date, and each Seller shall have performed in all material respects all covenants and agreements of such Seller contained herein required to be performed by such Seller on or before the Closing Date (and a duly authorized officer of the Sellers shall deliver a duly executed certificate to the Purchasers certifying the same); and

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(d)       the Series A COD shall not have been amended since the date of this Agreement (other than with the prior written consent of the Purchasers.)

6.       Conditions to the Sellers’ Obligation to Sell. Each Purchaser understands that each Seller’s obligation to sell and deliver to such Purchaser the Attributable Purchased Shares for the applicable Purchase Price on the Closing Date is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by each Seller in its sole discretion):

(a)       no Proceeding by a governmental entity shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement and no governmental entity having jurisdiction over any party shall have issued any order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

(b)       the Sellers shall have consummated the Contemplated Sale;

(c)       each Purchaser has delivered the applicable Purchase Price to the applicable Seller or its designated account; and

(d)       the representations and warranties of the Sellers contained in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date, and each Seller shall have performed in all material respects all covenants and agreements of such Seller contained herein required to be performed by such Seller on or before the Closing Date (and a duly authorized officer of the Purchasers shall deliver a duly executed certificate to the Sellers certifying the same).

7.       Termination. The Purchasers or Sellers may terminate this agreement by delivery of a written notice to the other parties if (i) the Contemplated Sale has not been consummated by February 26, 2021 or (ii) the Closing has not occurred by March 3, 2021, and upon the valid termination of this Agreement no party shall have any liability under this Agreement; provided, that nothing in this Section 7 shall relieve any of the Sellers or the Purchasers of any liability for any willful breach of any covenant or agreement contained in this Agreement occurring prior to the valid termination of this Agreement.

8.       Contingent Payment.

(a)       In the event that at any time prior to the first (1^st) anniversary of the Closing (the date on which any redemption contemplated by this clause (a) is consummated, a “Series B-1 Redemption Date”), all or any part of the Series B-1 Preferred Stock is redeemed, or agreed with the Company in a definitive written agreement to be redeemed, for cash or debt securities of the Company or any of its subsidiaries or a successor entity thereof (and, for the avoidance of doubt, but subject to the penultimate sentence of this Section 8(a), not if exchanged for another equity security) by the Company at the “Optional Redemption Price” (as defined in the Second Amended and Restated

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Certificate of Designations of the Series B-1 Preferred Stock), each Purchaser shall pay to the Sellers (in cash, if the Optional Redemption Price is paid in cash, or, at the option of the Purchasers, in the form of the debt securities received by Purchasers if the Optional Redemption Price is paid by the Company in debt securities) the Series B-1 Contingent Payment Amount. “Series B-1 Contingent Payment Amount” shall mean an amount per share of Series B-1 Preferred Stock purchased by such Purchasers from the Sellers pursuant to this Agreement and redeemed by the Company on the applicable Series B-1 Redemption Date equal to fifty percent (50%) of the difference (if, and only if such difference is positive) between (A) the Optional Redemption Price actually received by the Purchasers in exchange for each share of Series B-1 Preferred Stock redeemed by the Company on such Series B-1 Redemption Date minus (B) the sum of (x) the applicable Purchase Price paid by the Purchasers to the Sellers hereunder for each share of Series B-1 Preferred Stock redeemed by the Company on such Series B-1 Redemption Date, (y) any paid-in-kind dividends on such redeemed share of Series B-1 Preferred Stock since the Closing Date and (z) any accrued and unpaid dividends on such share of Series B-1 Preferred Stock as of the applicable Series B-1 Redemption Date. In the event that, prior to the first (1^st) anniversary of the Closing, the Series B-1 Preferred Stock purchased by the Purchasers from the Sellers pursuant to this Agreement are exchanged by the Company for equity securities of the Company with a substantially similar redemption feature and subsequent to such exchange but prior to the first (1^st) anniversary of the Closing, such successor equity securities are redeemed by the Company for cash or debt securities at a price that is equivalent (subject to equitable adjustments on account of such exchange) to the Optional Redemption Price, then the obligations of Purchasers under the immediately preceding sentence shall apply mutatis mutandis to such redemption (but in no event shall the amount paid to the Sellers in respect of such redemption exceed the amount the Sellers would have been paid had the Series B-1 Preferred Stock been redeemed for cash or debt securities at the time of the exchange by Purchasers.) The Purchasers shall cause any affiliate transferee thereof to be bound by and comply with the terms of this Section 8(a).

(b)       In the event that at any time prior to the first (1^st) anniversary of the Closing (the date on which any redemption contemplated by this clause (b) is consummated, a “Series B-3 Redemption Date”), all or any part of the Series B-3 Preferred Stock is redeemed, or agreed with the Company in a definitive written agreement to be redeemed, for cash or debt securities of the Company or any of its subsidiaries or a successor entity thereof (and, for the avoidance of doubt, but subject to the penultimate sentence of this Section 8(b), not if exchanged for another equity security) by the Company at the “Optional Redemption Price” (as defined in the Second Amended and Restated Certificate of Designations of the Series B-3 Preferred Stock), each Purchaser shall pay to the Sellers (in cash, if the Optional Redemption Price is paid in cash, or, at the option of the Purchasers, in the form of the debt securities received by Purchasers if the Optional Redemption Price is paid by the Company in debt securities) the Series B-3 Contingent Payment Amount. “Series B-3 Contingent Payment Amount” shall mean an amount per share of Series B-3 Preferred Stock purchased by such Purchasers from the Sellers pursuant to this Agreement and redeemed by the Company on the applicable Series B-3 Redemption Date equal to fifty percent (50%) of the difference (if, and only if such difference is positive) between (A) the Optional Redemption Price actually received by the Purchasers in exchange for each share of Series B-3 Preferred Stock redeemed by the Company on

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such Series B-3 Redemption Date minus (B) the sum of (x) the applicable Purchase Price paid by the Purchasers to the Sellers hereunder for each share of Series B-3 Preferred Stock redeemed by the Company on such Series B-3 Redemption Date, (y) any paid-in-kind dividends on such redeemed share of Series B-3 Preferred Stock since the Closing Date and (z) any accrued and unpaid dividends on such share of Series B-3 Preferred Stock as of the applicable Series B-3 Redemption Date. In the event that, prior to the first (1^st) anniversary of the Closing, the Series B-3 Preferred Stock purchased by the Purchasers from the Sellers pursuant to this Agreement are exchanged by the Company for equity securities of the Company with a substantially similar redemption feature and subsequent to such exchange but prior to the first (1^st) anniversary of the Closing, such successor equity securities are redeemed by the Company for cash or debt securities at a price that is equivalent (subject to equitable adjustments on account of such exchange) to the Optional Redemption Price, then the obligations of Purchasers under the immediately preceding sentence shall apply mutatis mutandis to such redemption (but in no event shall the amount paid to the Sellers in respect of such redemption exceed the amount the Sellers would have been paid had the Series B-3 Preferred Stock been redeemed for cash or debt securities at the time of the exchange by Purchasers.) The Purchasers shall cause any affiliate transferee thereof to be bound by and comply with the terms of this Section 8(b).

(c)       Each payment due pursuant to Sections 7(a) and (b) shall be made in cash or debt securities, as applicable, within five (5) business days after the proceeds from a redemption on a Series B-1 Redemption Date or Series B-3 Redemption Date are actually received by the Purchasers by, in the case of cash, wire transfer of immediately available funds in accordance with the instructions delivered by the Sellers to the Purchasers to each applicable Seller’s specified account.

(d)       The Purchasers shall not intentionally take any action or agree to structure any exchange of the Series B-1 Preferred Stock or the Series B-3 Preferred Stock with the intention of circumventing the Sellers’ right to receive the contingent payment pursuant to this Section 8.

9.       Sellers’ Covenants.

(a)       From the date of this Agreement to the Closing Date, each Seller shall not, and shall not enter into any agreement (written or oral, contingent or otherwise), (i) to directly or indirectly, offer, sell, give, exchange, pledge, hypothecate, encumber, grant a security interest in, transfer, assign or otherwise dispose of or take any similar action with respect to any Purchased Shares or any right or interest therein or (ii) that relates to the voting, a proxy or other similar actions with respect to the Purchased Shares, in each case of the foregoing clauses (i) and (ii), without the prior written consent of each Purchaser, acting in its sole discretion.

(b)       No Seller shall exchange any shares of Series A Preferred Stock into any other security of the Company.

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10.       Indemnity.

(a)       The Indemnitor shall indemnify and hold harmless each of Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. (each, the “Indemnified Purchaser”) and its respective affiliates and the Indemnified Purchaser’s and each of its affiliates’ respective directors, officers, managers, employees, equityholders, members, partners, agents and representatives (collectively, the “Purchaser Indemnified Parties”), from and against any and all liabilities, obligations, losses, damages, costs, deficiencies, penalties, fines and/or expenses (including costs of investigation and defense and reasonable documented out-of-pocket attorney’s fees, costs and expenses) (collectively, “Losses”) as set forth on Schedule 10.

(b)       The Indemnitor shall promptly reimburse the Purchaser Indemnified Parties (following the receipt of reasonable supporting documentation by the Indemnitor) for all reasonable out-of-pocket documented expenses as incurred by the Purchaser Indemnified Parties in connection with its participation in the defense of any claims asserted in the Disclosed Proceeding, including the reasonable out-of-pocket documented expenses of one (1) counsel engaged by the Indemnified Party if either (i) the Indemnitor has not assumed the right to control the defense of an Indemnifiable Claim pursuant to Section 10(c) or (ii) the Indemnitor elects to control the defense of an Indemnifiable Claim pursuant to Section 10(c) and a Purchaser Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of a conflict of interest between the Purchaser Indemnified Party and the Indemnitor.

(c)       The Indemnitor shall have the right to control the defense of any claim or matter which may reasonably give rise to a claim for indemnification under this letter agreement (an “Indemnifiable Claim”) unless the Indemnifiable Claim would reasonably be expected to result in liability to the Purchaser Indemnified Parties that would not be indemnifiable under this Agreement. The Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to or otherwise compromise an Indemnifiable Claim, without the prior written consent of the Indemnified Purchasers (not to be unreasonably withheld, conditioned or delayed) if such judgment or settlement involves any finding or admission of fact, culpability, failure or guilt or a violation of any Law by the Purchaser Indemnified Parties or does not otherwise release the Purchaser Indemnified Parties from all liability thereunder without prejudice.

(d)       The Indemnitor hereby represents and warrants to the Purchasers, as follows:

(i)       Organization and Authority. Indemnitor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Indemnitor of this Agreement is within the powers of Indemnitor and has been duly authorized by all necessary action on the part of Indemnitor. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of Indemnitor. Assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a valid and binding agreement of Indemnitor, enforceable against

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Indemnitor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(ii)       Noncontravention. Neither the execution, delivery and performance by Indemnitor of this Agreement nor the consummation of the transactions contemplated hereby does or would reasonably be expected to (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which Indemnitor is a party or by which Indemnitor is bound or to which any of the property or assets of Indemnitor is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of Indemnitor, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over Indemnitor or the property or assets of Indemnitor, except, in the case of clause (i), as would not reasonably be expected to prevent or materially delay Indemnitor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

(iii)       Approvals and Filings. No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, stock exchange or market or other third party is required to be obtained or made by Indemnitor in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

11.       No Other Representations or Warranties; Survival. OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, (I) NO PARTY IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE PURCHASED SHARES OR THE COMPANY, AND THE PARTIES SHALL RELY UPON THEIR OWN EXAMINATION THEREOF AND (II) EACH PARTY ACKNOWLEDGES THAT, IN UNDERTAKING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IT IS NOT RELYING ON ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE PURCHASED SHARES OR THE COMPANY. The representations and warranties contained in this Agreement or in any certificates or other documents delivered pursuant to this agreement (OTHER THAN (i) SECTIONs 2(A), (B), (D), (F) (ii) Sections 3(A), (B) aND (G) and (iii) Sections 10(a), (B), (C) AND (D) (WHICH SHALL SURVIVE) prior to or as of the Closing shall NOT survive beyond the Closing.

12.       Miscellaneous.

(a)       Governing Law; Jurisdiction; Venue. THIS AGREEMENT (AND ANY CLAIMS OR CAUSE OF ACTION ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN

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CONTRACT, TORT OR STATUTE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each of the parties hereto irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter arising under, out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, then any federal court of the United States of America sitting in the State of Delaware), and by execution and delivery of this Agreement, each of the parties hereto: (a) irrevocably submits itself to the nonexclusive jurisdiction of such court, (b) waives any objection to laying venue in any such action, suit or proceeding and (c) waives any objection that such court is an inconvenient forum or does not have jurisdiction over such party. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER IN CONTRACT, TORT OR STATUTE).

(b)       Counterparts. This Purchase Agreement may be executed in two or more counterparts (including via facsimile or other electronic method), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c)       Entire Agreement; Benefit; Assignment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement and the terms and provisions hereof are for the sole benefit of only the Purchasers, the Sellers and their respective successors and permitted assigns. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that each Purchaser may assign its rights, interests or obligations hereunder, including its right or obligation to purchase all or a portion of the Purchased Shares set forth on Exhibit A, to its affiliates, provided, that (i) such assignment shall not relieve the Purchasers from their obligations hereunder and (ii) as a condition to such assignment, any such permitted assignee shall agree to be bound by the Purchasers’ obligations pursuant to Section 8. Any assignment in contravention of this clause (c) shall be null and void ab initio.

(d)       Amendments. This Agreement may be amended only by a written instrument executed by each of the parties hereto. Any failure of a Purchaser to comply with any obligation, agreement or condition under this Purchase Agreement may only be waived in writing by the Sellers, and any failure of a Seller or the Indemnitor to

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comply with any obligation, agreement or condition under this Agreement may only be waived in writing by the Purchasers, but any such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No failure by a party to take any action against any breach of this Agreement or default by another party shall constitute a waiver of such party’s right to enforce any provision of this Agreement or to take any such action.

(e)       Further Assurances. Each party to this Agreement will perform any and all acts and execute any and all documents as may be necessary and proper under the circumstances in order to accomplish the intents and purposes of this Agreement and to carry out its provisions, at any time and from time to time from and after the Closing Date.

(f)       Publicity. Except as may be required to comply with the requirements of any applicable law, including the federal securities laws, or the rules and regulations promulgated by the U.S. Securities and Exchange Commission or Nasdaq, no party will, and each party will cause its affiliates and its representatives not to, issue any press release or other public announcement relating to the subject matter of this Agreement or the transactions contemplated by this Agreement without the prior written approval (which approval will not be unreasonably withheld, conditioned or delayed) of the other parties; provided that, in any event, the use of a party’s name, or the names of any of its affiliated funds, investment vehicles and/or managed accounts, in any press release or public announcement shall require the prior written consent of such party (which consent shall not be unreasonably withheld, conditioned or delayed).

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers or other representatives thereunto duly authorized as of the date first set forth above.

THE SELLERS
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
Address:
11611 San Vicente Boulevard, Suite 710
Los Angeles, CA 90049
Email:	ischapiro@oaktreecapital.com
	pjonna@oaktreecapital.com
Attention:	Ian Schapiro
	Peter Jonna

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
Address:
11611 San Vicente Boulevard, Suite 710
Los Angeles, CA 90049
Email:	ischapiro@oaktreecapital.com
	pjonna@oaktreecapital.com
Attention:	Ian Schapiro
	Peter Jonna

THE PURCHASERS
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/ Scott Graves
Name:	Scott Graves
Title:	Authorized Signatory
Address:
c/o Ares Management LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Email: bfriedman@aresmgmt.com
PEGeneralCounsel@aresmgmt.com
Attention: Bradley Friedman
ASOF HOLDINGS I, L.P.,
By: ASOF Management I, L.P., its general partner
By: ASOF Management GP LLC, its general partner
By:	/s/ Scott Graves
Name:	Scott Graves
Title:	Authorized Signatory
Address:
c/o Ares Management LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Email: bfriedman@aresmgmt.com
PEGeneralCounsel@aresmgmt.com
Attention: Bradley Friedman

INDEMNITOR
Oaktree Power Opportunities Fund III Delaware, LP
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

	Seller
	Infrastructure and Energy Alternatives, LLC	OT POF IEA Preferred B Aggregator, L.P.
Class of Shares	Number of Shares Owned	Number of Shares Owned	Total
Series A Preferred Stock	17,482.50	--	17,482.50
Series B-1 Preferred Stock	--	20,000.00	20,000
Series B-3 Preferred Stock	19,123.87	--	19,123.87

		Purchaser
		ASOF Holdings I, L.P.	Ares Special Situations Fund IV, L.P.
Class of Shares	Price per Share(1)	Number of Shares Purchased	Number of Shares Purchased	Total
Series A Preferred Stock	$1,000	14,833.50	2,649.00	17,482.50
Series B-1 Preferred Stock	$1,000	16,970.00	3,030.00	20,000
Series B-3 Preferred Stock	$1,000	16,225.87	2,898.00	19,123.87
TOTAL PURCHASE PRICE		$48,029,370	$8,577,000	$56,606,370

(1)       Accrued but unpaid dividends on each Purchased Share calculated through the Closing Date will be added to the Price Per Share for each Purchased Share.

EX-99.41

EXHIBIT 41

FIFTH AMENDMENT TO AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

This Fifth Amendment (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated February 3, 2021, is entered into by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the “Company”), Infrastructure and Energy Alternatives, LLC (the “Seller”), in its capacity as holder of a majority of the Registrable Securities (as defined in the Registration Rights Agreement), OT POF IEA Preferred B Aggregator L.P., as an additional Holder and Ares Special Situations Fund IV, L.P., as an additional Holder, and ASOF Holdings I, L.P., as an additional Holder (such additional Holders collectively, “Ares”), and amends, in accordance with Section 3.2 thereof, the Amended and Restated Registration Rights Agreement, dated March 26, 2018, as amended by the First Amendment thereto, dated June 6, 2018, the Second Amendment thereto, dated May 20, 2019, the Third Amendment thereto, dated August 30, 2019 and the Fourth Amendment dated November 14, 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, Ares has requested that the Company register all of its Warrants under the Securities Act and applicable state securities laws under a Registration Statement on such form as may be permitted under SEC Guidance; and

WHEREAS, each Oaktree Party requests that the Company register all of its Warrants under the Securities Act and applicable state securities laws under a Registration Statement on such form as may be permitted under SEC Guidance.

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

1.1       Section 1.1 of the Registration Rights Agreement is amended by adding, in the appropriate alphabetical order, the following definitions:

“Ares Lock-up Agreements” mean the lock-up agreement with the Underwriters in the Subject Offering delivered by the Ares Parties.

“Ares Parties” means Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. and their Permitted Transferees.

“Ares Request” means the request to the Company to register all of the Ares Registrable Securities, by Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. dated January 11, 2021. 

“Oaktree Lock-up Agreements” mean the lock-up agreement with the Underwriters in the Subject Offering delivered by the Oaktree Parties.

“Oaktree Parties” means Infrastructure and Energy Alternatives, LLC and OT POF IEA Preferred B Aggregator L.P. and their Permitted Transferees.

“Subject Offering” means the public offering requested pursuant to the Shelf Public Offering Request under Section 2.2(b) of the Agreement, delivered by GFI Representative and the Seller on January 8, 2021.

1.2       Section 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 (either before or after such 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 (either before or after such 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 (either before or after such 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, (v) the shares of Common Stock issuable upon conversion of the shares of the Company’s Series B Preferred Stock 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, (vi) the shares of Common Stock issuable upon conversion of the shares of the Company’s Series A Preferred Stock 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, (vii) shares of Common Stock 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, (viii) all other shares of Common Stock acquired after the day hereof by (a) Ares Special Situations Fund IV, L.P. and its Permitted Transferees, (b) ASOF Holdings I, L.P. and its Permitted Transferees or their affiliated funds, investment vehicles, co-investment vehicles and managed accounts and (ix) 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 (either before or after such 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 (either before or after such 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,

(iii)       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.

“Seller Registrable Securities” means (i) all Common Stock (including any shares of the Common Stock issued or issuable upon conversion of the Preferred Stock or exercise of the Warrants (either before or after such exercise of the Warrants)), (ii) Warrants and (iii) and all other securities issued in respect of such Common Stock or Warrants or into which such Common Stock or Warrants (either before or after such exercise of the Warrants) are later converted or reclassified, in each case of clauses (i)-(iii), in each case held by (a) the Seller, (b) any fund managed by or under common management with, the GFI Representative and (c) any Affiliate of the foregoing, whether now owned or hereafter acquired, and their respective Permitted Transferees. For the avoidance of doubt, the Seller Registrable Securities include the OT Aggregator Registrable Securities.

1.3       The Registration Rights Agreement is hereby amended by adding Section 2.13 below:

Section 2.13 Agreement to Register Securities.

(a)       In response to the Ares Request, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act pursuant to Section 2.2(e) of this Agreement of the offer and sale (on a delayed or continuous basis under Rule 415 under the Securities Act and any other applicable SEC Guidance) of the shares of Common Stock issuable upon exercise of the Warrants and any other Ares Registrable Securities held by the Ares Parties (the “Ares Subject Securities”), under the Securities Act and applicable state securities laws under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the extent permitted by SEC Guidance) (the “Ares Registration Statement”). The Company shall use commercially reasonable efforts (i) to file the Ares Registration Statement not later than the close of the seventh Business Day after the due date (or the filing date, if earlier) for the Company’s annual report on Form 10-K for the year ended December 31, 2020, (ii) to cause such Ares Registration Statement to be declared effective as soon as practicable after the filing of the Company’s annual proxy statement in 2021 and (iii) to keep such Ares Registration Statement effective for so long as is necessary to permit the disposition of such Ares Subject Securities. The “Plan of Distribution” section of such Ares Registration Statement shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Ares Subject Securities, including Alternative Transactions. Upon the effectiveness of the Ares Registration Statement, the Ares Subject Securities shall be Shelf Registered Securities for purposes of this Agreement.

(b)       The Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act pursuant to Section 2.2(e) of this Agreement of the offer and sale (on a delayed or continuous basis under Rule 415 under the Securities Act and any other applicable SEC Guidance) of the shares of Common Stock issuable upon exercise of the Warrants and any other Seller Registrable Securities held by the Oaktree Parties (the “Oaktree Subject Securities”), under the Securities Act and applicable state securities laws under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the extent permitted by SEC Guidance) (the “Oaktree Registration Statement”). The Company shall use commercially reasonable efforts (i) to file the Oaktree Registration Statement not later than the close of the seventh Business Day after the due date (or the filing date, if earlier) for the Company’s annual report on Form 10-K for the year ended December 31, 2020, (ii) to cause such Oaktree Registration Statement to be declared effective as soon as practicable after the filing of the Company’s annual proxy statement in 2021 and (iii) to keep such Oaktree Registration Statement effective for so long as is necessary to permit the disposition of such Oaktree Subject Securities. The “Plan of Distribution” section of such Oaktree Registration Statement shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Oaktree Subject Securities, including Alternative Transactions. Upon the effectiveness of the Oaktree Registration Statement, the Oaktree Subject Securities shall be Shelf Registered Securities for purposes of this Agreement.

1.4The Registration Rights Agreement is hereby amended by adding Section 2.14 below:

Section 2.14 Agreement Not to Sell.

(a)       The Ares Parties agree not to sell their Ares Subject Securities pursuant to the Ares Registration Statement until the later of (x) the termination date of the Ares Lock-up Agreements and (y) March 31, 2021; provided that this Section 2.14 shall be of no further force and effect upon the abandonment of the Subject Offering. Notwithstanding anything to the contrary in this Agreement (including Section 2.6(a)), the Ares Parties shall not be required to enter into a lock-up agreement (or similar agreement) in connection with the Subject Offering with a duration longer than the 90^th day after the date of the pricing supplement for the Subject Offering. 

(b)       The Oaktree Parties agree not to sell their Oaktree Subject Securities pursuant to the Oaktree Registration Statement until the later of (x) the termination date of the Oaktree Lock-up Agreements and (y) March 31, 2021; provided that this Section 2.14 shall be of no further force and effect upon the abandonment of the Subject Offering. For the avoidance of doubt, this Section 2.14(b) shall not be deemed to restrict the consummation of the Subject Offering.

Section 2. Miscellaneous.

2.1       THIS 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.

2.2       THE 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.

2.3       TO 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.

2.4       Headings. 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.

2.5       Counterparts. 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 Fifth Amendment on the date first written above.

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. (F/K/A M III ACQUISITION CORP.)
By:	/s/ JP Roehm
Name:	JP Roehm
Title:	Chief Executive Officer

[Signature Page to Fifth Amendment to Amended and Restated Registration Rights Agreement]

IINFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC (as Holder of a majority of the Registrable Securities)
By:	/s/ Peter Jonna
Name:	Peter Jonna
Title:	Authorized Signatory

By:	/s/ Ian Schapiro
Name:	Ian Schapiro
Title:	Authorized Signatory

[Signature Page to Fifth Amendment to Amended and Restated Registration Rights Agreement]

OT POF IEA PREFERRED B AGGREGATOR, L.P., as a Holder
By:	/s/ Peter Jonna
Name:	Peter Jonna
Title:	Authorized Signatory

By:	/s/ Ian Schapiro
Name:	Ian Schapiro
Title:	Authorized Signatory

[Signature Page to Fifth Amendment to Amended and Restated Registration Rights Agreement]

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/ Scott Graves
Name:	Scott Graves
Title:	Authorized Signatory

[Signature Page to Fifth Amendment to Amended and Restated Registration Rights Agreement]

ASOF HOLDINGS I, L.P.
By: ASOF Management, L.P., its general partner
By: ASOF Management GP LLC, its general partner
By:	/s/ Scott Graves
Name:	Scott Graves
Title:	Authorized Signatory

[Signature Page to Fifth Amendment to Amended and Restated Registration Rights Agreement]

EX-99.43

EXHIBIT 43

Execution Version

Form of Lock-Up Agreement

February 4, 2021

Guggenheim Securities, LLC

As Representative of the several

Underwriters referred to below

c/o Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Re: Infrastructure & Energy Alternatives, Inc. Lock-Up Agreement (the “Lock-Up Agreement”)

Ladies and Gentlemen:

The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Infrastructure & Energy Alternatives, Inc., a Delaware corporation (the “Company”) and Infrastructure and Energy Alternatives, LLC, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I thereto (the “Underwriters”), of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In order to induce you and the Underwriters to underwrite the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, during the period from the date hereof until 90 days from the date of the final prospectus supplement for the Public Offering (the “Lock-Up Period”), the undersigned will not, and will not cause any direct or indirect affiliate to, directly or indirectly, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Relevant Securities”), (b) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Relevant Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Relevant Securities, in cash or otherwise, (c) make any demand for, or exercise any right with respect to, the registration of any Relevant Securities, or (d) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or

instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Relevant Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Relevant Securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned may:

(a) transfer the undersigned’s Relevant Securities during the Lock-Up Period:

(i) as a bona fide gift or gifts, charitable contribution or contributions or for bona fide estate planning purposes;

(ii) by will, intestacy or other applicable laws of descent, or by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;

(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);

(iv) to limited partners, general partners, members or stockholders of the undersigned or to the undersigned’s affiliates or to any corporation, partnership, limited liability company, trust, business entity or investment fund, customer account or other entity controlled by or under common control or management with the undersigned;

(v) to a nominee or custodian of the undersigned or of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above;

provided that (A) such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this Lock-Up Agreement for the remainder of the Lock-Up Period and (B) except for any transfer pursuant to subsection (iv) above, no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period referred to above), unless such public filing or announcement shall be legally required during the Lock-Up Period, then such public filing or announcement shall clearly indicate in the footnotes thereto that the transaction was not a disposition for value and the nature and conditions of such transfer; and

(b) transfer the undersigned’s Relevant Securities in response to a bona fide third party take-over bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a bona fide third party; provided that if such take-over bid or other acquisition transaction is unsuccessful, such Common Stock may not be transferred until after the expiration of the Lock-Up Period;

(c) make bona fide pledges of the undersigned’s Relevant Securities entered into by the undersigned in the ordinary course of business;

(d) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the undersigned’s Relevant Securities, provided that (i) beginning on a date that is 75 days after the date of the Prospectus, such plan allows for the transfer of no more than 5% of the Relevant Securities held by the undersigned as of the date of the Prospectus, only if such transfers are at a price above the public offering price for the Public Offering and (ii) no filing under Section 16(a) of the Exchange Act or any other public announcement by or on behalf of the undersigned shall be required or shall be voluntarily made during the Lock-Up Period in connection with such trading plan (except with respect to sales permitted under this subsection (d) then unless such public filing or announcement shall be legally required during the Lock-Up Period, then such public filing or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer);

(e) transfer the undersigned’s Relevant Securities to the Company for the primary purpose of satisfying any tax or other governmental withholding obligation with respect to Relevant Securities issued in connection with any award of equity-based compensation granted pursuant to the Company’s existing equity incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or upon the exercise of an option or warrant or the conversion of a Relevant Security;

(f) transfers of shares of Common Stock to the Company upon the “net” or “cashless” exercise of stock options or other equity awards granted pursuant to equity incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that any such shares of Common Stock received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

(g) transfer any of the undersigned’s Relevant Securities acquired after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act or any other public announcement by or on behalf of the undersigned shall be required or shall be voluntarily made during the Lock-Up Period in connection with such transfer;

(h) transfer preferred stock of the Company to affiliated funds, investment vehicles, managed accounts and/or other affiliates of Ares Management, LLC pursuant to the securities purchase agreement as disclosed in the Pricing Disclosure Package, provided that each transferee shall execute and deliver to the Representative a lock-up letter in the form of this Lock-Up Agreement for the remainder of the Lock-Up Period;

(i) transfer warrants of the Company by the undersigned to the Company in connection with the exercise therewith; provided that any shares of Common Stock received from such exercise shall be subject to this Lock-Up Agreement;

(j) transfer preferred stock of the Company by the undersigned to the Company in connection with the conversion thereof; provided that any shares of Common Stock received from such conversion shall be subject to this Lock-Up Agreement; and

(k) sell the Shares to be sold by the undersigned pursuant to the terms of the Underwriting Agreement, if applicable.

The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned acknowledges that the individuals and entities listed on Schedule IV of the Underwriting Agreement (collectively, such individuals and entities other than the undersigned, the “Other Lock-Up Parties”) are entering into Lock-Up Agreements pursuant to the Underwriting Agreement. Notwithstanding anything to the contrary herein, (i) if any Other Lock-Up Party is released, in full or in part, from any of the restrictions set forth in their Lock-Up Agreement, then the undersigned shall automatically be released on the same terms, and for the same pro rata percentage (which shall be calculated on the basis of all Relevant Securities beneficially owned by such Other Lock-Party) of Relevant Securities beneficially owned by the undersigned, from such restrictions contained in this Letter Agreement; and (ii) if any restrictions in a Lock-Up Agreement of an Other Lock-Up Party is modified in a manner favorable to such Other Lock-Up Party, then this Lock-Up Agreement shall automatically be modified in the same manner. On behalf of the Underwriters, you shall provide immediate notice to the undersigned upon the occurrence of an event under clause (i) or clause (ii).

The undersigned understands that, if the Underwriting Agreement does not become effective by February 12, 2021 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.

This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,
[NAME OF STOCKHOLDER]
By:
	Name:
	Title: