Exhibit 10.3


 


October 12, 2017


 


Industrea Acquisition Corp.


28 West 44th Street, Suite 501


New York, NY 10036


 


		Re:	Amendment
to Letter Agreement


 


Ladies and Gentlemen:


 


Reference is made to that
certain Letter Agreement, dated July 26, 2017 (the “Letter Agreement”), by and among Industrea Acquisition
Corp., a Delaware corporation (the “Company”), and each of the undersigned members of the Company’s
board of directors (the “Directors”). Capitalized terms used but not defined herein having the meanings
specified in the Letter Agreement.


 


The Company and the Directors
hereby agree as follows:


 


		1.	Paragraph 2(a) of the Letter Agreement shall be replaced in its entirety with the following:



 


“As compensation for the Director
Responsibilities, the Company shall pay to each Director $50,000 per year, paid quarterly in arrears; provided, that, if at any
time during the term of this Letter Agreement a Director ceases to serve as a member of the Board, the Company shall pay to such
Director, at the end of the quarter in which such Director ceases to serve on the Board, such Director’s prorated compensation
for such quarter; provided, further, that, if at any time during the term of this Letter Agreement or upon its termination the
Company’s obligation to pay the Directors such compensation terminates, the Company shall pay to each then-serving Director,
at the end of the quarter in which such event occurs, such Director’s prorated compensation for such quarter.”


 


		2.	Paragraph 2(b) of the Letter Agreement shall be replaced in its entirety with the following:



 


“During the term of this Agreement,
the Company shall, on a quarterly basis, reimburse each Director for all reasonable out-of-pocket expenses incurred by each Director
in connection with fulfilling the Director Responsibilities; provided, however, that each Director complies with
the applicable policies, practices and procedures of the Company and submits proper expense reports, receipts or similar documentation
of such expenses as the Company may require.”


 


		3.	Except as specifically modified by this amendment (this “Amendment”),
the Letter Agreement remains in full force and effect. This Amendment and the Letter Agreement constitute the sole and entire agreement
and understanding of the undersigned with respect to the subject matter of this Amendment and the Letter Agreement, and supersede
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to
the subject matter. In the event of any inconsistency between the statements in the body of this Amendment and the Letter Agreement,
the statements in the body of this Amendment shall control. This Amendment may be executed in two or more counterparts, each of
which will be deemed an original but all of which together will constitute one and the same instrument. This Amendment may not
be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. Except
as otherwise provided herein, no party hereto may assign either this Amendment or any of its rights, interests or obligations hereunder
without the prior written approval of the other parties.



 


[Signature Page Follows]


 




    	 	 	 



     


    

 


	 	Sincerely,
	 	 
	 	DIRECTORS:
	 	 	 
	 	By:	/s/ David A.B. Brown
	 	 	Name: David A.B. Brown
	 	 	 
	 	By:	/s/ Thomas K. Armstrong, Jr.
	 	 	Name:  Thomas K. Armstrong, Jr.
	 	 	 
	 	By:	/s/ David G. Hall
	 	 	Name:  David G. Hall
	 	 	 
	 	By:	/s/ Brian Hodges
	 	 	Name:  Brian Hodges
	 	 	 
	 	By:	/s/ Gerard F. Rooney
	 	 	Name:  Gerard F. Rooney


 


INDUSTREA ACQUISITION CORP.


 


	By:	/s/ Howard D. Morgan	 
	 	Name: Howard D. Morgan	 
	 	Title: Chief Executive Officer	 


 


[Signature Page to Amendment to Letter Agreement]