Exhibit 10.1


 


EXECUTION VERSION


 


VOTING AGREEMENT


 


This Agreement (this “Agreement”)
is made and entered into as of November 3, 2017, by and among Infrastructure and Energy Alternatives, LLC, a Delaware limited liability
company (“IEA”) and each of M III Sponsor I LLC, a Delaware limited liability company and M III Sponsor
I LP, a Delaware limited partnership (each a “Shareholder” and, together, the “Shareholders”).


 


RECITALS


 


A.           Concurrently
with the execution and delivery of this Agreement, IEA Energy Services LLC, a Delaware limited liability company (“IES”),
M III Acquisition Corp., a Delaware corporation (the “Buyer”), Wind Merger Sub I, Inc., a Delaware corporation
and a wholly owned subsidiary of the Buyer (“Merger Sub I”), Wind Merger Sub II, LLC, a Delaware limited liability
company and a wholly owned subsidiary of the Buyer (“Merger Sub II LLC”), IEA, Oaktree Power Opportunities Fund
III Delaware, L.P., a Delaware limited partnership, solely in its capacity as the representative of IEA, and, solely for purposes
of Section 10.3 thereof, and, to the extent related thereto, Article 12 thereof, the Shareholders, are entering into
an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”) pursuant
to which, among other things, the Buyer, Merger Sub I, Merger Sub II LLC and IES will enter into a business combination transaction
pursuant to which Merger Sub I will merge with and into IES (the “First Merger”), with IES as the surviving
entity (the “First Surviving LLC”), and then immediately after the First Merger and as a part of an integrated
plan, the First Surviving LLC will merge with and into Merger Sub II LLC (the “Second Merger,” and together
with the First Merger, the “Mergers”), with Merger Sub II LLC as the surviving entity.


 


B.           The
Shareholders agree to enter into this Agreement with respect to (a) all common stock, par value $0.0001 per share, of Buyer
(the “Buyer Common Stock”) that the Shareholders own, beneficially (as defined in Rule 13d-3 under the Securities
Exchange Act) or of record, (b) any security convertible or exchangeable into Buyer Common Stock (together with Buyer Common
Stock, the “Subject Securities”), and (c) any additional shares of Subject Securities that such Shareholders
may hereinafter acquire.


 


C.           The
Shareholders are the beneficial or record owners, and have either sole or shared voting power over, such number of shares of Subject
Securities as are indicated opposite each of their names on Schedule A attached hereto.


 


D.           As
a condition and inducement to IEA’s willingness to enter into the Merger Agreement, IEA desires that the Shareholders agree,
and the Shareholders are willing to agree, on terms and conditions set forth herein, not to Transfer (as defined below) any of
their Subject Securities, and to vote all of their shares of Subject Securities in a manner so as to facilitate consummation of
the Mergers.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 




     


     


    

 


1.           Definitions.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger
Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the
meanings assigned to them in this Section 1 or elsewhere in this Agreement.


 


“Expiration Time”
shall mean the earliest to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall
have been terminated validly in accordance with its terms.


 


“Transfer”
shall mean any direct or indirect offer, sale, assignment, Encumbrance, disposition, loan or other transfer (by operation of Law
or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect
to any offer, sale, assignment, Encumbrance, disposition, loan or other transfer (by operation of Law or otherwise), of any Subject
Securities or interest in any Subject Securities, excluding, for the avoidance of doubt, entry into this Agreement and the Merger
Agreement.


 


2.           Agreement
to Retain the Subject Securities.


 


2.1           No
Transfer of Subject Securities. From the date hereof until the Expiration Time, the Shareholders agree, with respect to any
Subject Securities currently or hereinafter beneficially owned or owned of record by the Shareholders, not to (a) Transfer
any such Subject Securities or (b) deposit any such Subject Securities into a voting trust or enter into a voting agreement
or arrangement with respect to such Subject Securities or grant any proxy or power of attorney with respect thereto; provided
that any Shareholder may Transfer any such Subject Securities to any Affiliate of such Shareholder if the transferee of such Subject
Securities evidences in a writing reasonably satisfactory to IEA such transferee’s agreement to be bound by and subject to
the terms and provisions hereof to the same effect as such transferring Shareholder.


 


2.2           Additional
Purchases. Each Shareholder agrees that any Subject Securities that such Shareholder purchases or otherwise hereinafter acquires
or with respect to which such Shareholder otherwise acquires sole or shared voting power after the execution of this Agreement
and prior to the Expiration Time (the “New Subject Securities”) shall be subject to the terms and conditions
of this Agreement to the same extent as if they constituted the Subject Securities set forth on Schedule A attached
hereto.


 


2.3           Unpermitted
Transfers. Any Transfer or attempted Transfer of any Subject Securities, including New Subject Securities, in violation of
this Section 2 shall, to the fullest extent permitted by Law, be null and void ab initio.


 




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3.           Agreement
to Vote and Approve; No Redemption. Each Shareholder irrevocably and unconditionally agrees that, from and after the date hereof
until the Expiration Time (the “Voting Period”), at any meeting of the shareholders of the Buyer or any adjournment
thereof, or in connection with any action by written consent of the shareholders of the Buyer, such Shareholder shall: (a) appear
at each such meeting or otherwise cause all Subject Securities, including New Subject Securities, beneficially owned or owned of
record by such Shareholder to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to
be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, the Subject Securities,
including New Subject Securities, beneficially owned or owned of record by such Shareholder, (i) in favor of the approval
of (A) the adoption of the Merger Agreement and the approval of the Mergers and the other transactions contemplated thereby,
(B) the issuance of the Buyer Common Shares and the Buyer Preferred Shares to IEA in accordance with the terms of the Merger
Agreement, (C) the election of directors effective as of the Closing, including the directors to which IEA or an Affiliate
thereof is entitled to designate pursuant to the Investor Rights Agreement, (D) the amendment and restatement of the Buyer
Charter in the form of the A&R Buyer Charter, (E) the adoption of the Certificate of Designation, (F) any proposal
to adjourn a meeting to solicit additional proxies in favor of the foregoing, and (G) any other proposals necessary or desirable
to consummate the Mergers and the other transactions contemplated by the Merger Agreement or the Ancillary Agreements (collectively,
the “Transaction Proposals”), (ii) against any Business Combination with any Person other than with IES,
and (iii) against any action that would be a breach of Buyer’s representations, warranties, covenants or agreements
in the Merger Agreement. For the avoidance of doubt, each Shareholder shall retain at all times the right to vote any Subject Securities,
including New Subject Securities, beneficially owned or owned of record by such Shareholder in such Shareholder’s sole discretion,
and without any other limitation, on any matters other than those explicitly set forth in this Section 3 that are at
any time or from time to time presented for consideration to Buyer’s shareholders. Each Shareholder irrevocably and unconditionally
agrees that, from and after the date hereof until the Expiration Time, such Shareholder shall not elect to cause the Buyer to redeem
any Subject Securities beneficially owned or owned of record by such Shareholder in connection with the Transaction Proposals.


 


4.           Representations
and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to IEA as follows:


 


4.1           Authority;
Binding Obligation. Such Shareholder has all requisite organizational power and authority to execute, deliver and perform this
Agreement. The execution by such Shareholder of this Agreement and the performance of its obligations hereunder have been duly
and validly authorized by all required limited liability company or limited partnership, as applicable, action on the part of such
Shareholder, and no other proceedings on the part of such Shareholder are required to authorize this Agreement or to perform such
Shareholder’s obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and assuming
that this Agreement constitutes the legal, valid and binding obligation of the other parties thereto, constitutes the legal, valid
and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except to the extent
that the enforceability thereof may be limited by the Equitable Exceptions.


 


4.2           Ownership
of the Subject Securities. As of the date hereof, such Shareholder (a) is the beneficial or record owner of the shares
of Subject Securities indicated on Schedule A hereto opposite such Shareholder’s name, free and clear of any
and all Encumbrances, other than those created by this Agreement or as disclosed on Schedule A, and (b) has sole
voting power over all of the shares of Subject Securities beneficially owned or owned of record by such Shareholder. As of the
date hereof, such Shareholder does not own, beneficially or of record, any capital stock or other securities of the Buyer other
than the shares of Subject Securities set forth on Schedule A opposite the Shareholder’s name. As of the date
hereof, such Shareholder does not own, beneficially or of record, any rights to purchase or acquire any shares of capital stock
or other securities of the Buyer except as set forth on Schedule A opposite such Shareholder’s name.


 




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4.3           No
Inconsistent Agreement. As of the date hereof, except for that certain letter agreement, dated July 7, 2016, between Buyer,
the Shareholders, Cantor Fitzgerald & Co., Mohsin Y. Meghji, Osbert Hood, Philip Marber, Suleman E. Lunat, Brian Griffith and
Andrew L. Farkas with respect to certain shares of Buyer Common Stock held by each of them, such Shareholder (a) has not entered
into any voting agreement, voting trust or similar agreement (other than this Agreement) with respect to any of the Subject Securities
indicated on Schedule A hereto opposite such Shareholder’s name, (b) has not granted a proxy, consent or power
of attorney with respect to any such Subject Securities, and (c) has not taken any action that would reasonably be expected
to constitute a breach hereof, make any representation or warranty of such Shareholder contained herein untrue or incorrect or
have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement.


 


4.4           No
Defaults or Conflicts. Neither the execution and delivery of this Agreement, or the performance by such Shareholder of its
obligations hereunder (a) results in any violation of the applicable organizational documents of such Shareholder, (b) conflicts
with, or results in a breach of any of the terms or provisions of, or constitutes a default under any material agreement or instrument
to which such Shareholder is a party or by which it is bound or to which the Subject Securities owned of record or beneficially
by such Shareholder is subject; or (c) violates any existing applicable Law, judgment, order or decree of any Governmental
Authority having jurisdiction over such Shareholder or the Subject Securities owned of record or beneficially by such Shareholder.


 


4.5           No
Governmental or other Authorization Required; Consents. Except for filings with the SEC under the Exchange Act and such other
reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no authorization
or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person will be required
to be obtained or made by such Shareholder in connection with the due execution, delivery and performance by such Shareholder of
this Agreement.


 


4.6           Litigation.
As of the date of this Agreement, there are no Actions pending or, to the knowledge of such Shareholder, threatened against such
Shareholder, before any Governmental Authority that would prevent, impair or delay such Shareholder from performing its obligations
hereunder.


 


5.           Representations
and Warranties of IEA. IEA hereby represents and warrants to each Shareholder as follows:


 


5.1           Authority;
Binding Obligation. IEA has all requisite organizational power and authority to execute, deliver and perform this Agreement.
The execution by IEA of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by
all required limited liability company action on the part of IEA, and no other proceedings on the part of IEA are required to authorize
this Agreement or to perform IEA’s obligations hereunder. This Agreement has been duly executed and delivered by IEA and
assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties thereto, constitutes the
legal, valid and binding obligation of IEA enforceable against IEA in accordance with its terms, except to the extent that the
enforceability thereof may be limited by the Equitable Exceptions.


 




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5.2           No
Defaults or Conflicts. Neither the execution and delivery of this Agreement or the performance by IEA of its obligations hereunder
(a) results in any violation of the applicable organizational documents of IEA, (b) conflicts with, or results in a breach
of any of the terms or provisions of, or constitutes a default under any material agreement or instrument to which IEA is
a party, or (c) violates any existing applicable Law, judgment, order or decree of any Governmental Authority having jurisdiction
over IEA.


 


6.           Exclusivity.
During the period from the date of the Merger Agreement to the Expiration Time, no Shareholder shall take, nor shall any Shareholder
permit any of their respective Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate,
continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information
to or commence or continue due diligence with respect to, any Person concerning, relating to or which is intended or is reasonably
likely to give rise to or result in, any Business Combination Proposal other than with IES, IEA and their respective Affiliates
and Representatives. Each Shareholder shall, and each shall cause its respective Affiliates and Representatives to, immediately
cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which
is reasonably likely to give rise to or result in, a Business Combination Proposal. During the period from the date of the Merger
Agreement to the earlier of the Closing Date and the termination of the Merger Agreement in accordance with Article 10 thereto,
if any Shareholder or any of their respective Affiliates or any of their respective Representatives receives any inquiry or proposal
with respect to a Business Combination Proposal, then such Shareholder shall promptly (and in no event later than 24 hours after
such Shareholder becomes aware of such inquiry or proposal) advise IEA orally and in writing of such inquiry or proposal (including
the identity of the Person making such inquiry or submitting such proposal, and the terms thereof) and shall not respond to any
such inquiry or proposal.


 


7.           Termination.
This Agreement shall terminate and shall have no further force or effect immediately as of and following the Expiration Time; provided,
however, that the provisions of Section 12 shall survive any termination of this Agreement. Notwithstanding
anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by
the party prior to such termination.


 


8.           Notice
of Certain Events.


 


8.1           Notices
to IEA. Each Shareholder shall notify IEA promptly of (a) any fact, event or circumstance that has caused, or reasonably
be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Shareholder
under this Agreement, or (b) the receipt by such Shareholder of any notice or other communication from any Person alleging
that the consent of such Person is or may be required in connection with this Agreement; provided, however, that
the delivery of any notice pursuant to this Section 8.1 shall not limit or otherwise affect the remedies available
to IEA.


 




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8.2           Notices
to Shareholders. IEA shall notify each Shareholder promptly of (a) any fact, event or circumstance that has caused, or
reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of IEA under
this Agreement, or (b) the receipt by IEA of any notice or other communication from any Person alleging that the consent of
such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any
notice pursuant to this Section 8.2 shall not limit or otherwise affect the remedies available to each Shareholder.


 


9.           Capacity;
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, but without limitation of any obligations under
the Merger Agreement, (a) each Shareholder is entering into this Agreement solely in its capacity as the record holder or
beneficial owner of shares of Subject Securities and not, if applicable, in such Shareholder’s (or any Affiliate of such
Shareholder’s) capacity as an officer or director of the Buyer, and (b) nothing herein will be construed to limit or
affect any action or inaction by any Shareholder or any representative of any Shareholder, as applicable, serving on the board
of directors of the Buyer or any Subsidiary or as an officer or fiduciary of the Buyer or any Subsidiary of the Buyer acting in
such Person’s capacity as a director, officer, employee or fiduciary of the Buyer or any Subsidiary of the Buyer.


 


10.          No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between each Shareholder
and IEA and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between
the parties hereto.


 


11.          No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in IEA any direct or indirect ownership or
incidence of ownership of or with respect to any Shareholder’s shares of Subject Securities. All rights, ownership and economic
benefits of and relating to any such Shareholder’s shares of Subject Securities shall remain vested in and belong to such
Shareholder. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any other Person,
including with IEA, for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable law.


 


12.          Miscellaneous.


 


12.1         Severability.
If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal
substance of the obligations contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such
a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a reasonably acceptable manner so that the obligations contemplated hereby may be consummated
as originally contemplated to the fullest extent possible.


 




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12.2         Binding
Effect and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
permitted successors and assigns. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any
portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other parties to
this Agreement. Any purported assignment in violation of this Section 12.2 shall be void.


 


12.3         Amendment.
This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.


 


12.4         Specific
Performance; Injunctive Relief. The parties agree that irreparable damage would occur in the event that the parties hereto
do not perform the provisions of this Agreement in accordance with its terms or otherwise breach such provisions. Accordingly,
the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance and other equitable
relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting
of an injunction, specific performance or other equitable relief on the basis that the other parties have an adequate remedy at
law or an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall
not be required to provide any bond or other security in connection with any such order or injunction.


 


12.5         Notices.
Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made if
(a) in writing and served by personal delivery upon the party for whom it is intended, (b) delivered by facsimile or
electronic mail with receipt confirmed (including by receipt of confirmatory electronic mail from recipient), or (c) delivered
by certified mail, registered mail, courier service, return-receipt received to the party at the address set forth below, with
copies sent to the Persons indicated:


 


		(a)	if to IEA, to



 


Infrastructure and Energy Alternatives,
LLC

c/o GFI Energy Group of Oaktree Capital Management, L.P.


11611 San Vicente Boulevard, Suite 710


Los Angeles, CA 90049


Attention: Ian Schapiro


   Peter Jonna


Fax: (310) 442-0540


Email: ischapiro@oaktreecapital.com


    pjonna@oaktreecapital.com


 


with a copy to (which shall not constitute notice):


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas


 






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New York, New York 10019-6064

Attention: Kenneth M. Schneider


   Ellen N. Ching


Facsimile: (212) 757-3990


Email: kschneider@paulweiss.com


   eching@paulweiss.com


 


		(b)	if to any Shareholder, to



 


c/o M-III Partners, L.P.

3 Columbus Circle

New York, New York 10019

Attention: Mohsin Y. Meghji

Facsimile: (212) 531-4532


Email: mmeghji@miiipartners.com


 


with a copy to (which shall not constitute notice):


 


Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: Richard J. Campbell, P.C.


   Carol Anne Huff

   Facsimile: (312) 862-2200


Email: richard.campbell@kirkland.com


    chuff@kirkland.com


 


- and -


 


M-III Partners, LP

3 Columbus Circle

New York, New York 10019

Attention: Charles Garner

Facsimile: (212) 531-4532


Email: cgarner@miiipartners.com


 


12.6         Governing
Law and Jurisdiction. This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance
with the Laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.


 


12.7         Consent
to Jurisdiction and Service of Process. Any legal action, suit or proceeding arising out of or relating to this Agreement may
only be instituted in any state or federal court in the State of Delaware, and each party waives any objection which such party
may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction
of any such court in any such action, suit or proceeding.


 




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12.8         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.8.


 


12.9         Entire
Agreement. This Agreement (including Schedule A attached hereto (which is deemed for all purposes to be part of this
Agreement)) and the Merger Agreement contain all of the terms, conditions and representations and warranties agreed upon or made
by the parties relating to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, negotiations,
correspondence, undertakings and communications of the parties or their Representatives, oral or written, respecting such subject
matter.


 


12.10         Waiver.
Waiver of any term or condition of this Agreement by any party shall only be effective if in writing, and shall not be construed
as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this
Agreement.


 


12.11         Counterparts.
This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon
a single instrument, and all such counterparts together shall be deemed an original of this Agreement. Facsimile signatures or
signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.


 


12.12         Headings.
The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to
this Agreement.


 


12.13         Interpretation.
The parties have participated in the drafting and negotiation of this Agreement and if an ambiguity or question of interpretation
should arise, this Agreement shall be construed as if drafted jointly by the parties thereto and no presumption of burden of proof
shall arise favoring or burdening either party by virtue of the authorship of any provision in this Agreement.


 


12.14         Further
Assurances. From the date hereof until the Expiration Time, , each of the parties hereto shall execute such documents and perform
such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.


 




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12.15         Expenses.
Except as set forth in the Merger Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such costs and expenses.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Agreement as of the date first above written.


 


	 	IEA:
	 	 
	 	INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC
	 	 	 
	 	By:	/s/ John P. Roehm
	 	 	Name: John. P. Roehm
	 	 	Title: President


 


[Signature Page to
Voting Agreement]


 




     


     


    

 


	 	SHAREHOLDERS:
	 	 
	 	M III SPONSOR I LLC,
	 	 	 
	 	By:	Mohsin Y. Meghji
	 	 	Name: Mohsin Y. Meghji
	 	 	Title: Managing Member
	 	 	 
	 	M III SPONSOR I LP
	 	 	 
	 	By: M III Acquisition Partners I Corp.
	 	Its: General Partner
	 	 	 
	 	By:	Mohsin Y. Meghji
	 	 	Name: Mohsin Y. Meghji
	 	 	Title: Chief Executive Officer


 


[Signature Page to Voting
Agreement]


 




     


     


    

 


SCHEDULE A


 


	Name	 	Address for Notice	 	Common Stock	 	 	Warrants	 
	M III Sponsor I LLC	 	c/o M-III Partners, 3 Columbus Circle, 15th Floor, New York, New York, 10019	 	 	3,777,475	 	 	 	290,000	 
	M III Sponsor I LP	 	c/o M-III Partners, 3 Columbus Circle, 15th Floor, New York, New York, 10019	 	 	272,525	 	 	 	50,000	 
	TOTAL	 	 	 	 	4,050,000	 	 	 	340,000