Disclaimer The information in this presentation relates to a proposed business combination (the Proposed Transaction) between M III Acquisition Corp. (M III) and IEA Energy Services LLC (IEA). This presentation is for informational purposes only and is neither an offer to sell, nor a solicitation of an offer to buy any securities of M III or IEA. This presentation has been prepared to assist interested parties in making their own evaluation with respect to the Proposed Transaction and for no other purpose. M III is not under any obligation to update or keep current the information contained in this draft presentation, to remove any outdated information from this draft presentation, or to expressly mark it as being outdated. No securities commission or securities regulatory authority or other regulatory or other authority in the United States or any other jurisdiction has in any way passed upon the merits of, or the accuracy and adequacy of, this presentation. INDUSTRY INFORMATION This presentation includes information based on independent industry publications and other sources. You should not construe the contents of this presentation as legal, accounting, business or tax advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial or other matters contained herein. Industry data throughout is based upon estimates prior to the enactment of the Tax Cuts and Jobs Act of 2017 (2017 Tax Act), enacted in late December 2017. While the 2017 Tax Act retained the key tax credits that subsidize projects in the sector, the 2017 Tax Act made a number of changes that could affect industry participants in ways that are still unclear. While IEA management currently does not anticipate the 2017 Tax Act will have a material negative impact on its business, it is still unclear what impact it will have on the renewable energy industry and on the industry projections set forth in this Investor Presentation. For a further description of the risks related to the 2017 Tax Act, see the Risk Factors section of M IIIs proxy statement. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Proposed Transaction, M III has filed with the SEC a preliminary proxy statement and intends to file, when available, its definitive proxy statement. When completed, M III will mail the definitive proxy statement to its stockholders in connection with M IIIs solicitation of proxies for the special meeting of M III stockholders to be held to approve the Proposed Transaction and related transactions. M III stockholders and other interested persons are advised to read M IIIs preliminary proxy statement and, when available, M IIIs definitive proxy statement, as these materials will contain important information about M III, Oaktree, IEA and the Proposed Transaction. A copy of the definitive proxy statement will be mailed when available to all stockholders of M III. Investors and stockholders can obtain free copies of the proxy statement once it is available and other documents filed with the SEC by M III through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the definitive proxy statement once it is available from M III by writing to M III at 3 Columbus Circle, 15th Floor, New York, New York 10019, Attention: Investor Relations. PARTICIPANTS IN SOLICITATION M III, Oaktree and IEA, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of M IIIs stockholders in respect of the Proposed Transaction. Information regarding M IIIs directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on March 30, 2017. Additional information about the directors and executive officers of M III, Oaktree and IEA and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, are set forth in the preliminary proxy statement. Investors may obtain additional information about the interests of such participants by reading such proxy statement. FORWARD-LOOKING STATEMENTS This presentation includes forward looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," anticipate, believe, expect, estimate, plan, outlook, and project and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include projected financial information. Such forward looking statements with respect to projections, revenues, earnings, performance, strategies, prospects and other aspects of the businesses of M III, IEA or the combined company after completion of the Proposed Transaction are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the inability to complete the transactions contemplated by the Proposed Transaction; (2) the ability to meet NASDAQs continued listing standards following the Proposed Transaction; (3) the inability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (4) costs related to the Proposed Transaction; (5) changes in applicable laws or regulations, including the impact of 2017 Tax Act; (6) the possibility that M III or IEA may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated in M IIIs proxy statement, including those under Risk Factors therein, and other documents filed or to be filed with the Securities and Exchange Commission by M III. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of M III, Oaktree nor IEA undertakes to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. PROJECTIONS The estimates, forecasts and projections contained herein involve significant elements of subjective judgment and analysis and reflect numerous judgments, estimates and assumptions that are inherently uncertain in prospective financial information of any kind. As such, no representation can be made as to the attainability of such estimates, forecasts and projections. Investors are cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformance with generally accepted accounting principles. For a listing of risks and other factors that could impact the combined companys ability to attain its projected results, please see Forward-Looking Statements above and the Risk Factors section of M IIIs proxy statement. The projections reflect the consistent application of the accounting policies of IEA and should be read in conjunction with the accounting policies included in Note 2 to the historical audited consolidated financial statements of IEA included in M IIIs proxy statement. The projected financial data is forward-looking and based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond IEA's control. While all projections are necessarily speculative, IEA believes that the prospective financial information covering periods beyond 12 months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. IEA has not made any representations or warranties with respect to the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to the Company. Neither IEA's management nor any of its representatives has made or makes any representation or warranty to any person regarding the ultimate performance of IEA compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as "guidance" of any sort. IEA will not refer back to these forecasts in its future periodic reports filed under the Exchange Act. The projections were prepared by, and are the responsibility of, IEA's management. Crowe Horwath, LLP, IEA's independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying prospective financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. Any financial or related information of IEA for fiscal 2017 contained in this presentation is unaudited and should be considered preliminary and subject to change. IEAs actual results for fiscal 2017 may differ materially from these estimates due to the competition of IEAs financial closing procedures, audit adjustments, final adjustments and other developments that may arise between now and the time IEAs financial results are finalized, so you should not put undue reliance on such information. USE OF NON-GAAP FINANCIAL MEASURES This presentation includes non-GAAP financial measures. Definitions of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this presentation. IEA believes that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to IEAs financial condition and results of operations. A fuller description of the nature of the adjustments from GAAP is provided elsewhere in this presentation. Because these non-GAAP financial measures are not in conformity with GAAP, we urge you to review IEAs audited financial statements, which are presented in M IIIs proxy statement filed with the SEC.