Exhibit 10.10


 


Final Form


 


 


STOCKHOLDERS’
AGREEMENT


 


This
Stockholders’ Agreement (this “Agreement”), dated as of [_________], 2019 (the “Effective Time”),
is entered into by and among (i) Nesco Holdings, Inc., a Delaware corporation (the “Company”); (ii) NESCO Holdings,
LP, a Delaware limited partnership (the “NESCO Holder”, and together with its successors and assigns, the “NESCO
Holders”); (iii) Energy Capital Partners III, LP, a Delaware limited partnership, Energy Capital Partners III-A, LP,
a Delaware limited partnership, Energy Capital Partners III-B, LP, a Delaware limited partnership, Energy Capital Partners III-C,
LP, a Delaware limited liability company, Energy Capital Partners III-D, LP, a Delaware limited partnership, and Energy Capital
Partners III (NESCO Co-Invest), LP, a Delaware limited partnership (collectively, “ECP”); and (iv) Capitol
Acquisition Management IV LLC, a Delaware limited liability company, Capitol Acquisition Founder IV LLC, a Delaware limited liability
company, and the other Persons included on the signature pages hereto as “Sponsors” (collectively, the “Sponsors”).
Each of the Company, NESCO Holders, ECP and the Sponsors may be referred to herein as a “Party” and collectively
as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the
meanings set forth in Section 5 of this Agreement.


 


WHEREAS,
the Company has agreed to permit the NESCO Holder who Beneficially Owns [●]% of the issued and outstanding common stock
of the Company, par value $0.0001 per share (the “Common Stock”), as of the Effective Time, to designate up
to three persons for nomination for election to the board of directors of the Company (the “Board”) and to
provide certain ongoing rights with respect to the nomination of directors on the terms and conditions set forth herein; and


 


WHEREAS,
in connection with that certain Agreement and Plan of Merger, dated as of April 7, 2019, by and between the Company, the NESCO
Holder and the other parties thereto (the “Merger Agreement”), the Sponsors have agreed to certain transfer
restrictions and forfeiture terms with respect to the Sponsor Earnout Shares (as defined below).


 


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 hereby agree as follows:


 


Section
1. Board of Directors.


 


(a)
Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined
below) shall have occurred, the NESCO Holders holding a majority of the NESCO Shares shall have the right to designate up to three
persons to be appointed or nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”)
by giving written notice to the Company not later than ten days after receiving notice of the date of the applicable meeting of
shareholders provided to the NESCO Holders; provided, however, the initial Nominees shall be appointed as
set forth in Section 1(b).


 






     


     


    

 


(b)
The Company shall take all necessary and desirable actions within its control such that, as of the Effective Time: (i) the size
of the Board shall be set at seven members; and (ii) the following persons, including the two NESCO Directors, shall form the
composition of the Board: (A) Lee Jacobson and L. Dyson Dryden shall be appointed as Class A Directors with terms ending at the
Company’s 2020 Annual Meeting; (B) Jeff Stoops and Rahman D’Argenio shall be appointed as Class B Directors with terms
ending at the Company’s 2021 Annual Meeting; and (C) Mark Ein, Doug Kimmelman and William Plummer shall be appointed as
Class C Directors with terms ending at the Company’s 2022 Annual Meeting; provided, that if, as of the Effective
Time, the NESCO Holders (together with their Affiliates) Beneficially Own a number of shares of Common Stock equal to or greater
than 35% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis), then the Company
shall take all necessary and desirable actions within its control such that, as of the Effective Time: (1) the size of the Board
shall be set at eight members and (2) the NESCO Holders shall be entitled to designate one additional person (who shall qualify
as “independent” pursuant to listing standards of the Approved Stock Exchange) to be appointed as a Class B Director
with his or her term ending at the Company’s 2021 Annual Meeting.


 


(c)
Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event shall have
occurred, the Company shall, as promptly as practicable, take all necessary and desirable actions within its control (including,
without limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies),
so that:


 


(i)
for so long as the NESCO Holders (together with their Affiliates) Beneficially Own a number of shares of Common Stock equal to
or greater than 35% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis), the NESCO
Holders holding a majority of the NESCO Shares shall have the right to nominate, in the aggregate, a number of Nominees equal
to three (less the number of NESCO Directors who are not up for election), and the size of the Board shall be set at eight members;


 


(ii)
for so long as the NESCO Holders (together with their Affiliates) Beneficially Own a number of shares of Common Stock equal to
or greater than 15% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis), but less
than 35% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis), the NESCO Holders
holding a majority of the NESCO Shares shall have the right to nominate, in the aggregate, a number of Nominees equal to two (less
the number of NESCO Directors who are not up for election), and the size of the Board shall be set at seven members; and


 


(iii)
for so long as the NESCO Holders (together with their Affiliates) Beneficially Own a number of shares of Common Stock equal to
or greater than 5% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis) but less
than 15% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis), the NESCO Holders
holding a majority of the NESCO Shares shall have the right to nominate, in the aggregate, a number of Nominees equal to one (less
the number of NESCO Directors who are not up for election), and the size of the Board shall be set at seven members;


 


provided,
that, no reduction in the number of shares of Common Stock over which the NESCO Holders and their Affiliates retain voting control
shall shorten the term of any incumbent Director.


 






    2


     


    

 


(d)
The Company shall take all actions necessary to ensure that: (i) the applicable Nominees are included in the Board’s slate
of nominees to the shareholders of the Company for each election of Directors and recommended by the Board at any meeting of shareholders
called for the purpose of electing directors; and (ii) each applicable Nominee up for election is included in the proxy statement
prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing
for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every
adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company
or the Board with respect to the election of members of the Board. In addition, each Shareholder agrees with the Company that
such Shareholder shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board
and who has been recommended by the Board for such appointment or nomination at every meeting of the shareholders of the Company
called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action
or approval by written resolution of the shareholders of the Company or the Board with respect to the election of members of the
Board.


 


(e)
If a vacancy occurs because of the death, disability, disqualification, resignation or removal of a NESCO Director or for any
other reason, the NESCO Holders holding a majority of the NESCO Shares shall be entitled to designate such person’s successor,
and the Company shall, within ten days of such designation, take all necessary actions within its control such that such vacancy
shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of
the term of the Director whom such designee replaces. Notwithstanding anything to the contrary, the director position for such
NESCO Director shall not be filled pending such designation and appointment, unless the NESCO Holders fail to designate such Nominee
for more than 15 days, after which the Company may appoint an interim successor Director until the NESCO Holders make such designation.


 


(f)
If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for
any other reason, the NESCO Holders holding a majority of the NESCO Shares shall be entitled to designate promptly another Nominee
and the Shareholders and the Company shall take all necessary and desirable actions within its control such that the director
position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased
by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything
to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment,
unless the NESCO Holders fail to designate such Nominee for more than 30 days, after which the Company may appoint an interim
successor nominee who may serve as a director if duly elected until the NESCO Holders make such designation. The NESCO Holders
shall not be obligated to designate all (or any) of the directors they are entitled to designate pursuant to this Agreement but
the failure to do so shall not constitute a waiver of their rights hereunder.


 






    3


     


    

 


(g)
The Company shall pay the reasonable, documented out-of-pocket expenses incurred by each NESCO Director in connection with his
or her services provided to or on behalf of the Company, including attending meetings (including committee meetings) or events
attended on behalf of the Company at the Company’s request.


 


(h)
In accordance with the Company’s Organizational Documents, the Board may from time to time by resolution establish and maintain
one or more committees of the Board, each committee to consist of one or more Directors. The Company shall notify the NESCO Holders
in writing of any new committee of the Board to be established at least 15 days prior to the effective establishment of such committee.
If requested by the NESCO Holders holding a majority of the NESCO Shares, the Shareholders and the Company shall take all necessary
steps within its control to cause at least one NESCO Director (selected by such NESCO Holders) to be appointed as a member of
each such committee of the Board unless such designation would violate any legal restriction on such committee’s composition
or the rules and regulations of any applicable exchange on which the Company’s securities may be listed (subject in each
case to any applicable exceptions, including those for “controlled companies” and any applicable phase-in periods).


 


(i)
The Company shall (i) purchase directors’ and officers’ liability insurance in an amount and pursuant to terms determined
by the Board to be reasonable and customary and (ii) for so long as any Director to the Board nominated pursuant to the terms
of this Agreement serves as a Director of the Company, maintain such coverage with respect to such Directors; provided,
that upon removal or resignation of such Director for any reason, the Company shall take all actions reasonably necessary to extend
such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event
in respect of any act or omission occurring at or prior to such event.


 


(j)
For so long as any NESCO Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right
to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent
consistent with applicable Law, including but not limited to any such rights to indemnification or exculpation in the Company’s
Organizational Documents (except to the extent such amendment or alteration permits the Company to provide broader indemnification
or exculpation rights, in the aggregate and on an individual basis, on a retroactive basis, than permitted prior thereto).


 


(k)
Notwithstanding anything herein to the contrary, if the NESCO Holders have the right to designate one or more Nominees and either
have not exercised such right with respect to any Nominee or no such Nominee has not been elected as a NESCO Director (such that
there are no NESCO Directors on the Board), then the NESCO Holders holding a majority of the NESCO Shares may elect at such time
in their sole discretion to designate one Board observer (regardless of how many rights to designate Designees such NESCO Holders
have) (each, a “Board Observer”) to attend and participate in all meetings of the Board or any committees thereof
in a non-voting capacity by the giving of written notice to the Company of such election (“Observation Election”).
In connection therewith, the Company shall simultaneously give such Board Observer copies of all notices, consents, minutes and
other materials, financial or otherwise, which the Company provides to the Board; provided, however, that if the
Board Observer does not, upon the written request of the Company, before attending any meetings of the Board, execute and deliver
to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement
reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof
if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential
proprietary information of the Company or confidential proprietary information of third parties that the Company is required to
hold in confidence, or for other similar reasons. The NESCO Holders holding a majority of the NESCO Shares may revoke any such
Observation Election at any time upon written notice to the Company after which the NESCO Holders shall be entitled to designate
a replacement Board Observer.


 






    4


     


    

 


(l)
The Nominees may, but do not need to, qualify as “independent” pursuant to listing standards of the Approved Stock
Exchange, except that, if the NESCO Holders have the right to designate three Nominees, then at least one Nominee shall qualify
as “independent” pursuant to listing standards of the Approved Stock Exchange. All other Directors of the Board other
than the Chief Executive Officer of the Company shall qualify as “independent” pursuant to listing standards of the
Approved Stock Exchange.


 


(m)
For the avoidance of doubt, a reduction in the percentage of Common Stock Beneficially Owned by the NESCO Holders shall not impact
the NESCO Holders’ right to fill a vacancy resulting from any Nominee ceasing to serve as a Director for any reason.


 


(n)
Notwithstanding anything herein to the contrary, from and after the Effective Time and at any time prior to a Termination Event,
the Shareholders shall not knowingly take or agree to take, directly or indirectly, any action to frustrate, obstruct or otherwise
prevent, the Company from performing its obligations to nominate the Nominees under Section 1(c).


 


Section
2. Actions Requiring Special Approval. Without the prior approval of the NESCO Holders, from and after the Effective Time
and at any time prior to a Termination Event, the Company shall not take or omit to take, as applicable, or agree to take or omit
to take, as applicable, directly or indirectly, any action to increase or decrease the size of the Board or to make a change to
the classes on which the Directors serve.


 


Section
3. Restrictions on Transfer of Sponsor Earnout Shares.


 


(a)
Other than in connection with the Merger Agreement and the transactions contemplated thereby or in accordance with Section
3(f), subject to Section 3(b) and Section 3(c), no Sponsor may Transfer any of its Sponsor Earnout Shares.


 


(b)
The restrictions set forth in this Section 3 shall cease to apply to (i) 50% of such Sponsor’s Sponsor Earnout Shares
upon the first day after the Common Stock Price equals or exceeds $13.00 per share, as adjusted for stock splits, dividends, reorganizations,
recapitalizations and the like (the “Minimum Target”), for any period of 20 trading days out of 30 consecutive
trading days and (ii) 50% of such Sponsor’s Sponsor Earnout Shares upon the first day after the Common Stock Price equals
or exceeds $16.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Maximum
Target”), for any period of 20 trading days out of 30 consecutive trading days.


 






    5


     


    

 


(c)
The restrictions set forth in this Section 3 shall cease to apply to (i) 50% of such Sponsor’s Sponsor Earnout Shares
immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders of the Company
in connection with such Change in Control is equal to or greater than the Minimum Target but less than the Maximum Target, unless
the Minimum Target had previously been satisfied pursuant to Section 3(b), and (ii) 100% of such Sponsor’s Sponsor
Earnout Shares immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders
of the Company in connection with such Change in Control is equal to or greater than the Maximum Target, unless the Maximum Target
had previously been satisfied pursuant to Section 3(b).


 


(d)
The Sponsors and the Company acknowledge and agree that:


 


(i)
Sponsor Earnout Shares shall participate in any dividends or other distributions with respect to Common Stock prior to the date
such Sponsor Earnout Shares become Transferable in accordance herewith and thereafter;


 


(ii)
Sponsor Earnout Shares shall have all voting rights, and the Sponsors shall be entitled to vote on any matter as a holder of Sponsor
Earnout Shares, prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith and thereafter;


 


(iii)
if any Sponsor Earnout Shares shall not have become Transferable in accordance herewith by the fifth anniversary of the Effective
Time, such Sponsor Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further
action required of any Person;


 


(iv)
notwithstanding anything to the contrary herein, the Sponsor Earnout Shares shall remain subject to the restrictions on Transfer
under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder;
and


 


(v)
each certificate evidencing any Sponsor Earnout Shares and each certificate issued in exchange for or upon the Transfer of any
Sponsor Earnout Shares (unless such Sponsor Earnout Shares are no longer subject to the restrictions on Transfer set forth in
this Section 3) shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A STOCKHOLDERS’
AGREEMENT, DATED AS OF [___________], 2019, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN
OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 






    6


     


    

 


The
Company shall imprint such legend on certificates evidencing the Sponsor Earnout Shares. The legend set forth above shall be removed
from the certificates evidencing any Sponsor Earnout Shares that are no longer subject to the restrictions on Transfer set forth
in this Section 3.


 


(e)
Any purported Transfer of Sponsor Earnout Shares in violation of this Agreement shall be null and void, and the Company shall
refuse to recognize any such Transfer for any purpose.


 


(f)
Notwithstanding anything to the contrary in this Section 3, Transfers of Sponsor Earnout Shares are permitted (i) to Permitted
Transferees who shall (A) be subject to the restrictions in this Section 3 as if they were the original holders of such
Sponsor Earnout Shares and (B) promptly Transfer such Sponsor Earnout Shares back to the applicable Sponsor if they cease to be
a Permitted Transferee for any reason prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith;
(ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary
of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization;
(iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the
case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees
must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a
party hereto.


 


Section
4. Restrictions on Transfer of Common Stock During the Restricted Period.


 


(a)
Other than in connection with the Merger Agreement and the transactions contemplated thereby or in accordance with Section
4(d), no Shareholder may Transfer any of its shares of Common Stock or any warrants to purchase shares of Common Stock during
the period commencing on the date hereof and ending on [●].1


 


(b)
The Shareholders and the Company acknowledge and agree that:


 


(i)
notwithstanding anything to the contrary herein, the shares of Common Stock and warrants to purchase shares of Common Stock, in
each case, held by a Shareholder shall remain subject to the restrictions on Transfer under applicable securities Laws of any
state, federal or foreign entity and the rules and regulations promulgated thereunder; and


 


(ii)
each certificate evidencing any shares of Common Stock held by a Shareholder and each certificate issued in exchange for or upon
the Transfer of any shares of Common Stock held by a Shareholder (unless such shares are no longer subject to the restrictions
on Transfer set forth in this Section 4) shall be stamped or otherwise imprinted with a legend in substantially the form
set forth in Section 3(d)(v). The Company shall imprint such legend on certificates evidencing the shares of Common Stock
held by each Shareholder. The legend set forth above shall be removed from the certificates evidencing any shares of Common Stock
held by a Stockholder that are no longer subject to the restrictions on Transfer set forth in this Section 4.


 





 



1
    Note to Draft: To be the 180 day anniversary of the closing date.


 






    7


     


    

 


(c)
Any purported Transfer of shares of Common Stock or warrants to purchase shares of Common Stock, in each case, held by a Stockholder
in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose.


 


(d)
Notwithstanding anything to the contrary in this Section 4, Transfers of shares of Common stock and warrants to purchase
shares of Common Stock are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section
4 as if they were the original holders of such shares or warrants and (B) promptly Transfer such shares or warrants back to
the applicable Shareholder if they cease to be a Permitted Transferee for any reason prior to the date such shares or warrants
become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate
of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution
upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided,
however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may
be necessary to make such Transferee a party hereto.


 


Section
5. Definitions.


 


“Action”
has the meaning ascribed to it in the Merger Agreement.


 


“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such specified Person, through one or more intermediaries or otherwise.


 


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


 


“Annual
Meeting” means any meeting of the stockholders of the Company held for the purpose of electing the Directors of the
Company.


 


“Approved
Stock Exchange” means the Nasdaq, the New York Stock Exchange or any other national securities exchange on which any
of the Common Stock of the Company is listed.


 


“Beneficially
Own” has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended.


 


“Board”
has the meaning set forth in the recitals.


 


“Board
Observer” has the meaning set forth in Section 1(k).


 






    8


     


    

 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized
or required by Law to close.


 


“Change
in Control” means the occurrence of the following event: any one Person (other than the NESCO Holder or its Affiliates),
or more than one Person that are Affiliates or that are acting as a group (excluding the NESCO Holder or its Affiliates), acquiring
ownership of equity securities of the Company which, together with the equity securities held by such Person, such Person and
its Affiliates or such group, constitutes more than 50% of the total voting power or economic rights of the equity securities
of the Company; provided, that to the extent such Person(s) acquire(s) ownership of more than 50% of the total voting power
or economic rights of the equity securities of the Company through one or more transactions, the “price per share”
paid or payable to the stockholders of the Company for purposes of Section 3(c) shall be the last price per share paid
by such Person(s) in connection with all such transactions.


 


“Change
in Control Consideration” means the amount per share to be received by a holder of shares of Common Stock in connection
with a Change in Control, with any non-cash consideration valued as determined by the value ascribed to such consideration by
the parties to such transaction.


 


“Common
Stock” has the meaning set forth in the recitals.


 


“Common
Stock Price” means, on any date after the Effective Time, the closing sale price per share of Common Stock reported
as of 4:00 p.m., New York, New York time on such date by Bloomberg, or if not available on Bloomberg, as reported by Morningstar.


 


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


 


“Director”
means a member of the Board until such individual’s death, disability, disqualification, resignation or removal.


 


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


 


“Effective
Time” has the meaning set forth in the preamble.


 


“Law”
has the meaning ascribed to it in the Merger Agreement.


 


“Merger
Agreement” has the meaning set forth in the recitals.


 


“Maximum
Target” has the meaning set forth in Section 3(b).


 


“Minimum
Target” has the meaning set forth in Section 3(b).


 


“NESCO
Director” means an individual elected to the Board that has been nominated by the NESCO Holders pursuant to this Agreement.
For the avoidance of doubt, each of Rahman D’Argenio and Doug Kimmelman (and, if applicable, the person designated pursuant
to and in accordance with the terms of Section 1(b)(2)) shall be deemed to have been nominated by the NESCO Holders pursuant
to this Agreement.


 






    9


     


    

 


“NESCO
Shares” means any shares of Common Stock held by the NESCO Holders.


 


“Nominee”
has the meaning set forth in Section 1(a).


 


“Observation
Election” has the meaning set forth in Section 1(k).


 


“Organizational
Documents” means the Company’s certificate of incorporation and bylaws, as in effect at the Effective Time, as
the same may be amended from time to time.


 


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


 


“Permitted
Transferee” means, with respect to any Person, (i) the direct or indirect partners, members, equity holders or other
Affiliates of such Person, or (ii) any of such Person’s related investment funds or vehicles
controlled or managed by such Person or Affiliate of such Person.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, governmental agency or instrumentality or other entity of any kind.


 


“Shareholder”
means any holder of Common Stock that is or becomes a party to this Agreement from time to time in accordance with the provisions
hereof.


 


“Sponsor
Earnout Shares” means, with respect to each Sponsor, the shares of Common Stock set forth next to such Sponsor’s
name on Exhibit A hereto.


 


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


 


“Termination
Event” has the meaning set forth in Section 20.


 


“Transfer”
means any sale, transfer, assignment or other disposition of (whether with or without consideration and whether voluntary or involuntary
or by operation of Law) of Common Stock. “Transferable” and “Transferee” shall each have
a correlative meaning.


 


Section
6. Assignment; Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and
their respective successors, legal representatives and assignees for the uses and purposes set forth and referred to herein. Notwithstanding
the foregoing, the Company may not assign any of its rights or obligations hereunder without the prior written consent of the
NESCO Holders holding a majority of the NESCO Shares. Nothing herein contained shall confer or is intended to confer on any third
party or entity that is not a party to this Agreement any rights under this Agreement.


 


Section
7. ECP. So long as ECP and its Affiliates are the beneficial owners of a majority of the NESCO Shares, at the written request
of ECP, the NESCO Holder shall assign to ECP (or to an Affiliate of ECP designated in writing by it), without any further consent
required from any other Party, all of its rights hereunder and, following such assignment, ECP (or an Affiliate designated in
writing by it) shall be deemed to be the “NESCO Holders” for all purposes hereunder; provided, that ECP (or
its Affiliate designated in writing) assumes in writing responsibility for its portion of the obligations of the NESCO Holders
and that, if ECP designates an Affiliate in writing, then such Affiliate shall continue to be an Affiliate of ECP at all times.


 



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Section
8. Remedies. The Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages
by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties
agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate
remedy for any such breach and that, in addition to other rights and remedies hereunder, the Parties shall be entitled to specific
performance and/or injunctive or other equitable relief (without posting a bond or other security) from any court of Law or equity
of competent jurisdiction in order to enforce or prevent any violation of the provisions of this Agreement.


 


Section
9. Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been
duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered
or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight
delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day),
addressed as follows:


 


(a)
If to the Company:


 


Nesco,
LLC


6714
Pointe Inverness Way, Suite 220


Fort
Wayne, Indiana 45894


Attention: 
Lee Jacobson


    Bruce
Heinemann


E-mail:
     lee.jacobson@nescorentals.com


    bruce.heinemann@nescorentals.com


 


(b)
If to the NESCO Holders or ECP:


 


Energy
Capital Partners III, LLC


12680
High Bluff Drive, Suite 400


San
Diego, California 92130


Attention:
 Rahman D’Argenio


    Chris
Leininger


Email:
       rdargenio@ecpartners.com


cleininger@ecpartners.com


 


with
a copy to:


 


Kirkland &
Ellis LLP


609
Main Street


Houston,
Texas 77002


Attention:
William J. Benitez, P.C.


   Cyril
V. Jones


E-mail:  
william.benitez@kirkland.com


cyril.jones@kirkland.com


 






    11


     


    

 


(c)
If to the Sponsors:


 


Capitol
Investment Corp. IV


1300
17th Street North, Suite 820


Arlington,
Virginia 22209


Attn:
Mark D. Ein, Chairman & CEO, and Dyson Dryden, President & CFO


E-mail:
 mark@capinvestment.com


  dyson@capinvestment.com


 


with
a copy to:


 


Latham &
Watkins LLP


555
Eleventh Street, N.W.


Washington,
DC 20004


Attention:
Paul Sheridan


E-mail:
paul.sheridan@lw.com


 


Section
10. Adjustments. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means,
appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges,
duties and obligations hereunder shall continue with respect to the Common Stock as so changed.


 


Section
11. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties
to express their mutual intent, and no rule of strict construction shall be applied against any Party.


 


Section
12. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer
upon, or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim
under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions,
promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their respective
successors and assigns.


 


Section
13. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute and deliver any further document,
agreement, instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.


 


Section
14. Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile
or electronic transmission in portable document format, each of which shall be deemed to be an original and shall be binding upon
the Party who executed the same, but all of such counterparts shall constitute the same agreement.


 






    12


     


    

 


Section
15. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement
or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware,
without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit
the application of Laws of another jurisdiction.


 


Section
16. Jurisdiction; WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement or the transactions
contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably
submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have
to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and
determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions
contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process
in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction,
in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. EACH OF THE PARTIES HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
17. Entire Agreement. This Agreement, together with the Merger Agreement, the agreements referenced herein and the other
agreements entered into in connection with the consummation of the Transactions contemplated by the Merger Agreement, constitute
the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether
written or oral, that may have been made or entered into by or among any of the Parties or any of their respective subsidiaries
relating to the transactions contemplated hereby.


 


Section
18. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision
contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, the
remaining provisions of this Agreement shall be reformed, construed and enforced to the fullest extent permitted by Law and to
the extent necessary to give effect to the intent of the Parties.


 


Section
19. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of
this Agreement shall be effective against the Parties unless such modification is approved in writing by the Parties. The failure
of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its
terms.


 






    13


     


    

 


Section
20. Termination. Notwithstanding anything to the contrary contained herein, if the NESCO Holders (together with their Affiliates
and permitted assignees) cease to Beneficially Own a number of shares of Common Stock equal to or greater than 5% of the total
number of shares of Common Stock issued and outstanding (on a non-fully diluted basis) (“Termination Event”),
then this Agreement shall expire and terminate automatically; provided, however, that Section 1(g), (i), (j)
and (k), Section 3, Sections 5 through 6, Sections 8 through 12, Sections 15
through 19, this Section 20 and Section 21 shall survive the termination of this Agreement.


 


Section
21. Enforcement. Each of the Parties covenant and agree that the disinterested Directors of the Board have the right to
enforce, waive or take any other action with respect to this Agreement on behalf of the Company.


  


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]


 






    14


     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Time.


 


	 	Company:
	 	 
	 	NESCO
    HOLDINGS, INC.
	 	 	 
	 	By:
    	              
	 	Name:
    	 
	 	Title:	 


 


 


 


[Signature
page to Stockholders’ Agreement]


 






     


     


    

 


	 	NESCO
    Holder:
	 	 
	 	NESCO
    HOLDINGS, LP
	 	 
	 	By:
    NESCO Holdings GP, LLC
	 	Its:
    General Partner
	 	 	 
	 	By:	 
	 	Name:	           
	 	Title:	 


 


 


 


 [Signature
page to Stockholders’ Agreement]


 






     


     


    

 


	 	ECP:
	 	 
	 	[ENERGY
    CAPITAL PARTNERS III, LP]
	 	 
	 	By:
    [Energy Capital Partners GP III, LP]
	 	Its:
    General Partner


 


	 	By:
    [Energy Capital Partners III, LLC]
	 	Its:
    General Partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[ENERGY
    CAPITAL PARTNERS III-A, LP]
	 	 
	 	By:
    [Energy Capital Partners GP III, LP]
	 	Its:
    General Partner


 


	 	By:
    [Energy Capital Partners III, LLC]
	 	Its:
    General Partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[ENERGY
    CAPITAL PARTNERS III-B, LP]
	 	 
	 	By:
    [Energy Capital Partners GP III, LP]
	 	Its:
    General Partner


 


	 	By:
    [Energy Capital Partners III, LLC]
	 	Its:
    General Partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


 


[Signature
page to Stockholders’ Agreement]


 






     


     


    

 


	 	[ENERGY
    CAPITAL PARTNERS III-C, LP]
	 	 
	 	By:
    [Energy Capital Partners GP III, LP]
	 	Its:
    General Partner


 


	 	By:
    [Energy Capital Partners III, LLC]
	 	Its:
    General Partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


  


	 	[ENERGY
    CAPITAL PARTNERS III-D, LP]
	 	 
	 	By:
    [Energy Capital Partners GP III, LP]
	 	Its:
    General Partner


 


	 	By:
    [Energy Capital Partners III, LLC]
	 	Its:
    General Partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[ENERGY
    CAPITAL PARTNERS III (NESCO CO-INVEST), LP]
	 	 
	 	By:
    [Energy Capital Partners GP III, LP]
	 	Its:
    General Partner


 


	 	By:
    [Energy Capital Partners III, LLC]
	 	Its:
    General Partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


 


 [Signature
page to Stockholders’ Agreement]


 






     


     


    

 


	 	Sponsors:
	 	 
	 	CAPITOL
    ACQUISITION MANAGEMENT IV LLC
	 	 	 
	 	By:	 
	 	Name:	                      
	 	Title:	 
	 	 	 
	 	CAPITOL
    ACQUISITION FOUNDER IV LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 





	 	By:	 
	 	Name:	Lawrence Calcano
	 	 	 
	 	By:	 
	 	Name:	Brooke Coburn
	 	 	 
	 	By:	 
	 	Name:	Richard Donaldson
	 	 	 
	 	By:	 
	 	Name:	Preston Parnell
	 	 	 
	 	By:	 
	 	Name:	Winston Lin




 


 


 


[Signature
page to Stockholders’ Agreement]