Exhibit 10.3


 


STOCKHOLDERS’
AGREEMENT


 


This Stockholders’
Agreement (this “Agreement”), dated as of July 31, 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 partnership,
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 6 of this Agreement.


 


WHEREAS, the Company
has agreed to permit the NESCO Holder, who Beneficially Owns certain 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 four 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 four 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, subject to Section 1(c), the Company shall
take all necessary and desirable actions within its control such that: (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; provided, further, 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 45% of the total
number of shares of Common Stock issued and outstanding (on a non-fully diluted basis; provided, that the Sponsor Earnout
Shares shall not be included in such calculation of the total number of shares of Common Stock issued and outstanding), then, subject
to Section 1(c), the Company shall take all necessary and desirable actions within its control such that: (1) the size of
the Board shall be set at nine 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 A
Director with his or her term ending at the Company’s 2020 Annual Meeting and one additional person to be appointed as a
Class B Director with his or her term ended 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 45% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis; provided, that
the Sponsor Earnout Shares shall not be included in such calculation of the total number of shares of Common Stock issued and outstanding),
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 four (less the number of NESCO Directors who are not up for election), and the size of the Board shall be set at nine
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 35% of the total number of shares of Common Stock issued and outstanding (on a non-fully diluted basis), but less than 45%
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;


 



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(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 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


 


(iv) 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.


 


(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 (including,
for avoidance of doubt, vacancies because NESCO Holders have not yet nominated persons to serve as directors pursuant to Section
1(b)), 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.


 



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(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.


 


(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.


 



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(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.


 


(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 at least 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).


 



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Section 2. Actions
Requiring Special Approval.


 


(a) 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.


 


(b) At any time after
the Effective Time that the NESCO Holders (together with their Affiliates, other than the Company) Beneficially Own a number of
shares of Common Stock equal to or greater than 50% of the total number of shares of Common Stock issued and outstanding (on a
non-fully diluted basis; provided, that Sponsor Earnout Shares that remain subject to the restrictions and forfeiture provisions
set forth in Section 3 shall not be included in such calculation of the total number of shares of Common Stock issued and
outstanding), the Company shall not, and shall cause its Subsidiaries not to, take, cause to occur or permit to occur, as applicable,
or agree to take, cause to occur or permit to occur, as applicable, directly or indirectly, any of the following actions without
the prior written approval of the NESCO Holders holding a majority of the NESCO Shares:


 


(i) Adopt (or,
in any material manner, amend or modify) any annual budget of the Company and its Subsidiaries;


 


(ii) consummate
any acquisition, whether by purchase, contribution, merger, consolidation or otherwise, of any property, assets or Equity Interests
for consideration in excess of $10,000,000, in a single transaction or series of related transactions;


 


(iii) consummate
any disposition, whether by sale, contribution, merger, consolidation or otherwise, of any property, assets or Equity Interests
for consideration in excess of $10,000,000, in a single transaction or series of related transactions;


 


(iv) issue
Equity Interests of the Company or its Subsidiaries other than issuances (A) to the Company or wholly-owned Subsidiaries thereof,
(B) to directors, officers or employees of the Company or its Subsidiaries pursuant to a management incentive equity plan approved
by the Board or (C) upon exercise of existing outstanding Equity Interests;


 


(v) create,
incur or assume any indebtedness for borrowed money or grant an encumbrance with respect to the Company or its Subsidiaries or
any of their respective properties or assets in excess of $1,000,000 other than borrowings and other extensions of credit under
a contract, agreement or similar arrangement (including the asset based lending facility) in effect as of the Effective Time (without
giving effect to any amendment or modification after the Effective Time);


 


(vi) guarantee
any indebtedness of any Person other than the Company and its wholly-owned Subsidiaries (or ordinary course expenses incurred by
employees on behalf of the Company or any Subsidiary thereof); or


 



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(vii) hire,
remove or replace any senior executive officer of the Company or its Subsidiaries or materially decrease the compensation of any
senior executive officer of the Company or its Subsidiaries.


 


Section 3. Sponsor
Earnout Shares.


 


(a) Other than in connection
with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 3(g), subject to Section
3(c) and Section 3(d), no Sponsor may Transfer any of its Sponsor Earnout Shares prior to the third anniversary of the
Effective Time. From and after the third anniversary of the Effective Time, the Sponsor Earnout Shares may be Transferred, subject
to Section 3(h).


 


(b) Subject to Section
3(c) and Section 3(d), on (i) the fifth anniversary of the Effective Time, the Minimum Target Sponsor Earnout Shares
and the Second Target Sponsor Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration
with no further action required of any Person and (ii) on the seventh anniversary of the Effective Time, the Maximum Target Sponsor
Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further action required of
any Person.


 


(c) The restrictions
and forfeiture provisions set forth in this Section 3, including, for avoidance of doubt, Section 3(b), shall cease
to apply to (i) such Sponsor’s Minimum Target 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, (ii) such Sponsor’s Second Target
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 “Second Target”), for any period of
20 trading days out of 30 consecutive trading days and (iii) such Sponsor’s Maximum Target Sponsor Earnout Shares upon the
first day after the Common Stock Price equals or exceeds $19.00 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.


 


(d) The restrictions
and forfeiture provisions set forth in this Section 3, including, for avoidance of doubt, Section 3(b), shall cease
to apply to (i) such Sponsor’s Minimum Target 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 Second Target, unless the Minimum Target had previously been satisfied
pursuant to Section 3(c), (ii) such Sponsor’s Minimum Target Sponsor Earnout Shares and Second Target 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 Second Target but less than the Maximum Target,
unless the Second Target had previously been satisfied pursuant to Section 3(c), and (iii) such Sponsor’s Minimum
Target Sponsor Earnout Shares, Second Target Sponsor Earnout Shares and Maximum Target 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(c).


 



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(e) 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) 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


 


(iv) 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 and forfeiture provisions 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 JULY 31, 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.”


 


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 and forfeiture
provisions set forth in this Section 3.


 


(f) 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.


 



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(g) 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.


 


(h) Notwithstanding anything
to the contrary in this Section 3, for so long as the applicable Sponsor Earnout Shares are subject to the forfeiture provisions
set forth in this Section 3, prior to any Transfer of any Sponsor Earnout Shares, the Transferee of such Sponsor Earnout
Shares shall agree in a duly and validly executed writing for the benefit of the Company that such Sponsor Earnout Shares remain
subject to the forfeiture provisions set forth in this Section 3.


 


Section 4. NESCO
Holder Earnout Shares.


 


(a) Subject to Section
4(b) and Section 4(c), on (i) the fifth anniversary of the Effective Time, the Minimum Target NESCO Holder Earnout Shares
and the Second Target NESCO Holder Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no
consideration with no further action required of any Person and (ii) on the seventh anniversary of the Effective Time, the Maximum
Target NESCO Holder Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further
action required of any Person. For avoidance of doubt, to the extent that Earnout Shares (used herein as defined in the Merger
Agreement) are issued pursuant to satisfaction of Section 2.06(a)(i) - (iii) of the Merger Agreement or Section 2.06(b)(i) - (iii)
of the Merger Agreement, such Earnout Shares shall not be subject to the forfeiture provisions set forth in this Section 4.


 


(b) The forfeiture provisions
set forth in this Section 4 shall cease to apply to (i) the Minimum Target NESCO Holder Earnout Shares upon the first day
after the Common Stock Price equals or exceeds the Minimum Target for any period of 20 trading days out of 30 consecutive trading
days, (ii) the Second Target NESCO Holder Earnout Shares upon the first day after the Common Stock Price equals or exceeds the
Second Target for any period of 20 trading days out of 30 consecutive trading days and (iii) the Maximum Target NESCO Holder Earnout
Shares upon the first day after the Common Stock Price equals or exceeds the Maximum Target for any period of 20 trading days out
of 30 consecutive trading days.


 


(c) The forfeiture provisions
set forth in this Section 4 shall cease to apply to (i) the Minimum Target NESCO Holder 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 Second Target, unless the Minimum
Target had previously been satisfied pursuant to Section 4(b), (ii) the Minimum Target NESCO Holder Earnout Shares and Second
Target NESCO Holder 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 Second Target but
less than the Maximum Target, unless the Second Target had previously been satisfied pursuant to Section 4(b), and (iii)
the Minimum Target NESCO Holder Earnout Shares, Second Target NESCO Holder Earnout Shares and Maximum Target NESCO Holder 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 4(b).


 



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(d) NESCO Holder and
the Company acknowledge and agree that:


 


(i) notwithstanding
anything to the contrary herein, the NESCO Holder 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


 


(ii) each certificate
evidencing any NESCO Holder Earnout Shares and each certificate issued in exchange for or upon the Transfer of any NESCO Holder
Earnout Shares (unless such NESCO Holder Earnout Shares are no longer subject to the forfeiture provisions set forth in this Section
4) shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AND OTHER PROVISIONS SET FORTH IN A STOCKHOLDERS’
AGREEMENT, DATED AS OF JULY 31, 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.”


 


The Company
shall imprint such legend on certificates evidencing the NESCO Holder Earnout Shares. The legend set forth above shall be removed
from the certificates evidencing any NESCO Holder Earnout Shares that are no longer subject to the forfeiture provisions set forth
in this Section 4.


 


(e) Notwithstanding anything
to the contrary in this Section 4, for so long as the applicable NESCO Holder Earnout Shares are subject to the forfeiture
provisions set forth in this Section 4, prior to any Transfer of any NESCO Holder Earnout Shares, the Transferee of such
NESCO Holder Earnout Shares shall agree in a duly and validly executed writing for the benefit of the Company that such NESCO Holder
Earnout Shares remain subject to the forfeiture provisions set forth in this Section 4. Any purported Transfer of NESCO
Holder Earnout Shares in violation of this Section 4(e) shall be null and void, and the Company shall refuse to recognize
any such Transfer for any purpose.


 



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Section 5. Restrictions
on Transfer of Common Stock.


 


(a) Other than in connection
with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 5(e), 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 January 27, 2020.


 


(b) Other than in connection
with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 5(e), notwithstanding
anything to the contrary in the Registration Rights Agreement, the Sponsors shall not Transfer any shares of Common Stock or warrants
to purchase shares of Common Stock Beneficially Owned or otherwise held by them until the earlier to occur of (i) the three year
anniversary of the Effective Time and (ii) such time that ECP and the NESCO Holder (together with their Affiliates), collectively,
either (A) have Transferred Common Stock resulting in proceeds to ECP and the NESCO Holder (together with their Affiliates) of
at least $100,000,000, as reasonably determined by ECP in good faith or (B) Beneficially Owns or otherwise directly or indirectly
holds shares of Common Stock representing equal to or less than five percent of the of the total number of shares of Common Stock
then issued and outstanding (the foregoing clause (i) and (ii), the “Sale Threshold”); provided,
that for purposes of the foregoing calculations of the Sale Threshold, Transfers to Permitted Transferees shall not be included.
ECP shall notify the Company and the Sponsors in writing within ten days of achieving the Sale Threshold.


 


(c) 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 5) shall be stamped or otherwise imprinted with a legend in substantially the form set forth in Section
3(e)(iv). 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 5.


 


(d) 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.


 



    11


     


    

 


(e) Notwithstanding anything
to the contrary in this Section 5, 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 5 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 6. 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).


 


“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(d) and Section 4(c) shall be the last price per share paid by such Person(s)
in connection with all such transactions.


 



    12


     


    

 


“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.


 


“Equity Interests”
means, with respect to any Person, any and all shares, interests, participations, or other equivalents, including membership interests
(however designated, whether voting or nonvoting or certificated or noncertificated), of equity of such Person, including, if such
Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, including
all securities convertible or exchangeable for such equity and all options, warrants and other rights to purchase or otherwise
acquire such equity.


 


“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(c).


 


“Maximum Target
NESCO Holder Earnout Shares” means, with respect to NESCO Holder, 1,651,798
shares of NESCO Holder Earnout Shares.


 


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


 


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


 


“Minimum Target
NESCO Holder Earnout Shares” means, with respect to NESCO Holder, 900,000 shares of NESCO Holder Earnout Shares.


 



    13


     


    

 


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


 


“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 the person(s) to be designated pursuant
to and in accordance with the terms of Section 1(b)) shall be deemed to have been nominated by the NESCO Holders pursuant
to this Agreement.


 


“NESCO Holder
Earnout Shares” means the Earnout Shares issued pursuant to Section 2.06(g) of the Merger Agreement.


 


“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.


 


“Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by and among the Company,
NESCO Holder and the other parties thereto.


 


“Sale Threshold”
has the meaning set forth in Section 5(b).


 


“Second Target”
has the meaning set forth in Section 3(c).


 


“Second Target
NESCO Holder Earnout Shares” means, with respect to NESCO Holder, 900,000 shares of NESCO Holder Earnout Shares.


 


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


 



    14


     


    

 


“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, collectively, the Minimum Target Sponsor Earnout Shares, the Second Target Sponsor Earnout Shares and
the Maximum Target Sponsor Earnout Shares.


 


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


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other legal entity
of any kind of which such Person (either alone or through or together with one or more of its other Subsidiaries), owns, directly
or indirectly, more than 50% of the Equity Interests the holders of which are (a) generally entitled to vote for the election
of the board of directors or other governing body of such legal entity or (b) generally entitled to share in the profits or
capital of such legal entity.


 


“Termination
Event” has the meaning set forth in Section 21.


 


“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 7. 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 8. 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.


 


Section 9. 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.


 



    15


     


    

 


Section 10. 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 46804


		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


 


(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


 



    16


     


    

 


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 11. 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 12. 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 13. 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 14. 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 15. 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.


 


Section 16. 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.


 



    17


     


    

 


Section 17. 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 17. 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 18. 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 19. 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 20. 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.


 


Section 21. 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 6 through 7, Sections 9 through 13, Sections 16 through
20, this Section 21 and Section 22 shall survive the termination of this Agreement.


 


Section 22. 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]


 



    18


     


    

 


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


 


	 	Company:
	 	 
	 	NESCO HOLDINGS, INC.
	 	 	 
	 	By:	/s/ L. Dyson Dryden
	 	Name: 	L. Dyson Dryden




	 	Title:	President and Chief Financial Officer






 


 


 


[Signature page to Stockholders’ Agreement]


 




     


     


    

 


	 	NESCO Holder:
	 	 
	 	NESCO HOLDINGS, LP
	 	 	 
	 	By:	NESCO Holdings GP, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Rahman D’Argenio
	 	Name:	Rahman D’Argenio
	 	Title:	President


 


 


 


 


[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:	/s/ Rahman D’Argenio
	 	Name:	Rahman D’Argenio
	 	Title: 	Partner
	 	 	 	 
	 	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:	/s/ Rahman D’Argenio
	 	Name:	Rahman D’Argenio
	 	Title:	Partner
	 	 	 
	 	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:	/s/ Rahman D’Argenio
	 	Name:	Rahman D’Argenio
	 	Title:	Partner


 


 


 


 


[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:	/s/ Rahman D’Argenio
	 	Name: 	Rahman D’Argenio
	 	Title:	Partner
	 	 	 	 
	 	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:	/s/ Rahman D’Argenio
	 	Name: 	Rahman D’Argenio
	 	Title:	Partner
	 	 	 	 
	 	ENERGY CAPITAL PARTNERS III (NESCO CO-INVEST), LP
	 	 
	 	By:	Energy Capital Partners GP III Co-Investment (NESCO), LLC
	 	Its:	General Partner
	 	 	 
	 	 	By:	Energy Capital Partners III, LLC
	 	 	Its:	Managing Member
	 	 	 	 
	 	By:	/s/ Rahman D’Argenio
	 	Name: 	Rahman D’Argenio
	 	Title:	Partner


 


 


 


 


[Signature page to Stockholders’ Agreement]


 




     


     


    

 


	 	Sponsors:
	 	 
	 	CAPITOL ACQUISITION MANAGEMENT IV LLC
	 	 
	 	By:	/s/ Mark Ein




	 	Name: 	Mark Ein




	 	Title:	Managing Member
	 	 	 
	 	CAPITOL ACQUISITION FOUNDER IV LLC
	 	 
	 	By:	/s/ L. Dyson Dryden
	 	Name: 	L. Dyson Dryden
	 	Title:	Member
	 	 	 
	 	By:	/s/ Lawrence Calcano
	 	Name: 	Lawrence Calcano
	 	 	 
	 	By:	/s/ Brooke Coburn
	 	Name: 	Brooke Coburn
	 	 	 
	 	By:	/s/ Richard Donaldson
	 	Name: 	Richard Donaldson
	 	 	 
	 	By:	/s/ Preston Parnell
	 	Name: 	Preston Parnell
	 	 	 
	 	By:	/s/ Winston Lin
	 	Name: 	Winston Lin


 


 


 


 


[Signature page to Stockholders’ Agreement]


 




     


     


    

 


Exhibit A


 


	Sponsor	 	Minimum Target Sponsor Earnout
    Shares	 	 	Second Target Sponsor Earnout
    Shares	 	 	Maximum Target Sponsor Earnout
    Shares	 
	Capitol Acquisition Management IV LLC
 
 c/o
    Mark D. Ein
 Capitol Investment Corp. IV
 1300 17th Street North, Suite 820
 Arlington, Virginia, 22209	 	 	916,405	 	 	 	916,405	 	 	 	227,924	 
	Capitol Acquisition Founder IV LLC
 
 c/o L. Dyson Dryden

    Capitol Investment Corp. IV
 1300 17th Street North, Suite 820
 Arlington, Virginia, 22209	 	 	458,202	 	 	 	458,202	 	 	 	113,963	 
	Richard C. Donaldson
 
 Capitol Investment Corp. IV
 1300
    17th Street North, Suite 820
 Arlington, Virginia, 22209	 	 	6,957	 	 	 	6,957	 	 	 	1,730	 
	Brooke B. Coburn
 Capitol Investment Corp. IV
 1300 17th
    Street North, Suite 820
 Arlington, Virginia, 22209	 	 	6,957	 	 	 	6,957	 	 	 	1,730	 
	Lawrence Calcano
 
 Capitol Investment Corp. IV
 1300
    17th Street North, Suite 820
 Arlington, Virginia, 22209	 	 	6,957	 	 	 	6,957	 	 	 	1,730	 
	Preston Parnell
 
 Capitol Investment Corp. IV
 1300 17th
    Street North, Suite 820
 Arlington, Virginia, 22209	 	 	3,826	 	 	 	3,826	 	 	 	952	 
	Winston Lin
 
 Capitol Investment
    Corp. IV
 1300 17th Street North, Suite 820
 Arlington, Virginia, 22209	 	 	696	 	 	 	696	 	 	 	173	 
	Total	 	 	1,400,000	 	 	 	1,400,000	 	 	 	348,202