The Predecessor had a Management Services Agreement, as amended from time to time, with PGP Advisors, LLC (PGP), an affiliate of the Sponsor, to provide advisory, consulting and other professional services. Under terms of the agreement, the annual fee for these services were million from of through of and million annually thereafter. For the period from through and through the Predecessor incurred million and million, respectively, related to this agreement and other agreed upon expenses, which is included in general and administrative expenses on the accompanying consolidated statements of income. In conjunction with the Business Combination, this agreement was terminated.

 

On the Sponsor purchased shares (the “Founder Shares”) of Industrea’s Class B common stock, par value (“Class B common stock”), for an aggregate price of In and the Sponsor transferred founder shares to each of Industrea’s independent director nominees at their original purchase price. The founder shares automatically converted into shares of Class A common stock just prior to the Business Combination, which shares of Class A common stock were exchanged on a -for- basis for shares of New CPH upon the consummation of the Business Combination. The founder shares are subject to certain transfer restrictions set forth in the Stockholders Agreement (as defined in Note ).

 

Holders of founder shares were also permitted to elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders agreed to forfeit up to founder shares to the extent that the over-allotment option was exercised in full by the underwriters. On to the underwriters fully exercised their over-allotment option. As a result, founder shares were longer subject to forfeiture.

 

Prior to the consummation of the Initial Public Offering, the Sponsor loaned Industrea an aggregate of to cover expenses related to such offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing. Industrea fully repaid the Note on

 

On Industrea issued a convertible promissory note to the Sponsor (the “Sponsor Convertible Note”), pursuant to which Industrea could borrow up to from the Sponsor from time to time for working capital expenses. The Sponsor Convertible Note did bear interest and all unpaid principal under the Sponsor Convertible Note was due and payable in full upon the completion of the Business Combination. The Sponsor had the option to convert any amounts outstanding under the Sponsor Convertible Note, up to in the aggregate, into warrants of the post-business combination entity to purchase shares of common stock at a conversion price of per warrant. As of Industrea had drawn approximately on the Sponsor Convertible Note. The Sponsor did elect to convert the amounts outstanding into warrants and Industrea fully repaid the Sponsor Convertible Note upon consummation of the Business Combination.

 

Industrea agreed to pay the Sponsor a total of per month for office space, utilities and secretarial and administrative support commencing on the effective date of the Initial Public Offering through Industrea’s consummation of the Business Combination.

 

In addition, Industrea agreed to pay each of the independent directors per year commencing on the effective date of the Initial Public Offering through Industrea’s consummation of the Business Combination.

 

Industrea recognized an aggregate of approximately in expenses incurred in connection with the aforementioned arrangements with the related parties for period from through and an aggregate of for the period from date of inception) through in the accompanying Statements of Operations.

 

In connection with the Business Combination (see Note ), on Industrea entered into a subscription agreement (the “Argand Subscription Agreement”) with New CPH and Argand Partners Fund, LP (the “Argand Investor”), an affiliate of the Sponsor, for the purpose of funding the Business Combination consideration and paying the costs and expenses incurred in connection therewith and offsetting potential redemptions of Public Shares in connection with the Business Combination. Pursuant to the Argand Subscription Agreement, immediately prior to the Closing, Industrea issued to the Argand Investor (i) an aggregate of shares of Class A common stock for per share, or an aggregate cash purchase price of million and (ii) an additional shares of Class A common stock at per share, for an aggregate cash purchase price of million, to offset redemptions in connection with the Business Combination (“Redemptions”). Such shares of Class A common stock became shares of New CPH common stock upon the Closing. New CPH also agreed to provide certain registration rights with respect to the shares of Class A common stock issued pursuant to the Argand Subscription Agreement (and corresponding shares of New CPH common stock).

 

 

The Company entered into a Management Services Agreement with PGP Advisors, LLC (PGP), an affiliate of the Sponsor, on to provide advisory, consulting and other professional services. The annual fee for these services is which is payable quarterly. The annual service fee was increased to for fiscal year and and annually thereafter. For the years ended and the Company incurred and respectively, related to this agreement and other agreed upon expenses, which is included in general and administrative expenses on the accompanying consolidated statements of income.

 

In connection with the acquisition of the O’Brien Companies and Camfaud (see Note ), the Company paid and respectively, in transaction costs to PGP that is included in transaction costs on the consolidated statements of income for the years ended and