Exhibit












AMENDMENT TO EQUITY COMMITMENT AGREEMENT


This Amendment, dated as of August 30, 2019 (this “Amendment”), to the Equity Commitment Agreement, dated as of August 13, 2019 (the “Equity Commitment Agreement”), is entered into by and among (i) Infrastructure and Energy Alternatives, Inc., a Delaware corporation (the “Company”), (ii) each Commitment Party (as defined in the Equity Commitment Agreement), (iii) Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, (iv) Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company and (v) OT POF IEA Preferred B Aggregator, L.P., a Delaware limited partnership.  Capitalized terms used herein and not defined herein have the meanings set forth in the Equity Commitment Agreement.


WHEREAS, the Parties and Oaktree wish to make certain modifications and amendments to the terms of the Equity Commitment Agreement; and


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


		
	1.
	Amendment to the Definition of “Diligence Period”.  The definition of “Diligence Period” set forth in Section 1.1 of the Equity Commitment Agreement is hereby amended and restated in its entirety as set forth below:




“Diligence Period” means the period commencing on July 29, 2019 and ending on September 18, 2019. 


		
	2.
	Ratification.  Except as specifically provided for in this Amendment, the terms of the Equity Commitment Agreement remain in full force and effect unaffected by this Amendment. 




		
	3.
	Effect of Amendment.  Whenever the Equity Commitment Agreement is referred to in the Equity Commitment Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Equity Commitment Agreement as amended by this Amendment.  




		
	4.
	Miscellaneous.  Sections 9.1 through 9.8 of the Equity Commitment Agreement shall apply mutatis mutandis to this Amendment.




[Remainder of Page Intentionally Left Blank]























[Signature Page to Amendment to the Equity Commitment Agreement]
IN WITNESS WHEREOF, the undersigned Parties have duly executed this Agreement as of the date first above written.
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.


		
	By:
	/s/ John P. Roehm


Name:  John P. Roehm
Title:  President and Chief Executive Officer













ARES SPECIAL SITUATIONS FUND IV, L.P.
By:  ASSF Management IV, L.P., its general partner
By:  ASSF Management IV GP LLC, its general partner


		
	By:
	/s/ Aaron Rosen


Name:  Aaron Rosen
Title:  Partner


ASOF HOLDINGS I, L.P.
By:  ASOF Management IV, L.P., its general partner
By:  ASOF Management IV GP LLC, its general partner


		
	By:
	/s/ Aaron Rosen


Name:  Aaron Rosen
Title:  Partner


Notice Information:
c/o Ares Management LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Email: sgraves@aresmgmt.com
PI General Counsel@aresmgmt.com
Attention : Scott Graves













INFRASTRUCTURE AND ENERGY ALTERNATIVES, LLC 
		
	By:
	/s/ Ian Schapiro


Name:  Ian Schapiro
Title: Authorized Signatory


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


OT POF IEA PREFERRED B AGGREGATOR, L.P. 


		
	By:
	OT POF IEA Preferred B Aggregator GP, LLC


Its:    General Partner


		
	By:
	Oaktree Power Opportunities Fund III Delaware, L.P.


Its:    Managing Member


		
	By:
	Oaktree Power Opportunities Fund III GP, L.P.


Its:    General Partner


		
	By:
	Oaktree Fund GP, LLC


Its:    General Partner


		
	By:
	Oaktree Fund GP I, L.P.


Its:    Managing Member


		
	By:
	/s/ Ian Schapiro


Name:  Ian Schapiro
Title:  Authorized Signatory


		
	By:
	/s/ Peter Jonna


Name:  Peter Jonna
Title:  Authorized Signatory


Notice Information:
11611 San Vicente Boulevard, Suite 710
Los Angeles, CA 90049
		
	Email:
	ischapiro@oaktreecapital.com


pjonna@oaktreecapital.com
		
	Attention:
	Ian Schapiro


Peter Jonna















Oaktree Power Opportunities Fund III
Delaware, L.P.  


By:  Oaktree Power Opportunities Fund III GP, L.P.
Its:  General Partner


By:  Oaktree Fund GP, LLC
Its:  General Partner


By: Oaktree Fund GP I, L.P.
Its:  Managing Member


		
	By:
	/s/ Ian Schapiro


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


Name:  Peter Jonna
Title:    Authorized Signatory


Notice Information: 
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Email: ischapiro@oaktreecapital.com 
            pjonna@oaktreecapital.com 
Attention: Ian Schapiro
                 Peter Jonna