AGREEMENT OF INDEMNITY

Exhibit 10.1

AGREEMENT OF INDEMNITY

This AGREEMENT is made and entered into this 7th day of May , 2013 by:

together with any of their respective partnerships, associations, corporations, successors, assigns, affiliates, any related entities, subsidiaries and/or divisions of the UNDERSIGNED whether now existing or hereafter formed or acquired (hereinafter collectively referred to as “UNDERSIGNED”), in favor of XL Specialty Insurance Company, XL Reinsurance America, Inc., Greenwich Insurance Company, and their affiliated, associated and subsidiary companies, their successors and assigns (hereinafter referred to as SURETY).

RECITALS

WHEREAS, PRINCIPAL, in the performance of contracts and the fulfillment of obligations generally, whether solely in its own name or as co-venturer with others, may desire or be required to give or procure certain BOND(S); and

WHEREAS, UNDERSIGNED, whether or not named as a PRINCIPAL in BOND(S) represent and warrant that UNDERSIGNED have a substantial, material, financial and/or beneficial interest in the performance and fulfillment of obligations secured or to be secured by BOND(S) on behalf of PRINCIPAL; and

WHEREAS, UNDERSIGNED understand that SURETY has executed, provided or procured BOND(S) on behalf of PRINCIPAL or will consider requests for SURETY to execute, provide or procure BOND(S) on behalf of PRINCIPAL upon the express understanding that this AGREEMENT be entered into by UNDERSIGNED; and

NOW THEREFORE, in consideration of SURETY: (1) heretofore having executed, provided or procured BOND(S) on behalf of PRINCIPAL; (2) receiving requests for BOND(S) from UNDERSIGNED and determining whether or not SURETY will execute, provide or procure the BOND(S) requested; or (3) hereafter executing, providing or procuring BOND(S) on behalf of PRINCIPAL; UNDERSIGNED covenant and agree as follows:

I—DEFINITIONS

The following terms, as used in this AGREEMENT, are defined as set forth below:

“BOND”: (1) Contract of suretyship, guaranty or indemnity executed on behalf of PRINCIPAL by SURETY; (2) the continuation, extension, alteration, renewal or substitution of such contract; (3) a letter, consent or AGREEMENT from SURETY to a PERSON wherein SURETY represents to such PERSON(S) that SURETY may or will execute on behalf of PRINCIPAL the BOND(S) required by such PERSON’S invitation for bids or proposals (hereinafter referred to as BID LETTER).

“EVENT OF DEFAULT”: Any one or more of the following: (1) Any material breach of or failure to perform or comply with any of the provisions of this AGREEMENT that remains uncured after 30 days notice thereof to the Undersigned by the Surety; (2) any breach, or default of any obligation secured by BOND(S) whether admitted or contested, declared or undeclared, that remains uncured after the period allowed for cure in the contract, or mandated by the obligee; 3) any failure, or inability of UNDERSIGNED to pay claims, bills or other indebtedness secured by BOND(S) executed by SURETY after 30 days from the date on which such amount was originally due; (4) the appointment of a receiver or trustee or an application for appointment of a receiver or trustee for PRINCIPAL or UNDERSIGNED whether insolvent or not; (5) any proceeding or the exercise of any rights by any PERSON which deprives or impairs PRINCIPAL(S), use of its plant, machinery, equipment, plans, drawings, tools, supplies or materials; or (6) the occurrence of any event of default of any FINANCIAL INDEBTEDNESS including, but not limited to, any one or more of the following: i) any FINANCIAL INDEBTEDNESS not paid when due, nor within any originally applicable grace period; or ii) any FINANCIAL INDEBTEDNESS declared to be or otherwise becomes due and payable prior to its specified maturity as a result of any event of default (however described.

“FINANCIAL INDEBTEDNESS” shall mean any indebtedness of the UNDERSIGNED in an amount equal to or in excess of $500,000.00 for or in respect of: (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility; (c) any amount raised pursuant to any note purchase facility or the issuance of any bond, note, debenture, loan, stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP and/or IAS, be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank, surety or financial institution: and (h) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (g) above.

“GOOD FAITH”: Honest motives regardless of whether such motives are the product of bad judgment or negligence.

“INTERCREDITOR AGREEMENT” shall mean that certain Intercreditor Agreement dated on or about the date hereof, by and among each Surety and Wells Fargo Bank, National Association, as the same may be amended, amended and restated and/or otherwise modified from time to time.

“PERSON”: Individual(s), partnership(s), association(s), limited liability company(s), corporation(s), joint- venture(s), public entity(s), political subdivision(s) or any other legal or commercial entity.

“PRINCIPAL”: One or more UNDERSIGNED or any existing or future partnerships, joint ventures (whether silent or disclosed), associations, limited liability companies, corporations or other legal or commercial entities in which UNDERSIGNED have or will have a substantial, material, financial and/or beneficial interest, including subsidiaries, associated and affiliated companies who alone or with other PERSON(S) have secured or may secure the performance and fulfillment of obligations by BOND(S), executed, provided or procured by SURETY.

“UNDERSIGNED”: PERSON(S) who execute this AGREEMENT together with any of their respective heirs, personal representatives, partnerships, associations, corporations, successors, assigns, affiliates, any related entities, subsidiaries and/or divisions of the UNDERSIGNED whether now existing or hereafter formed or acquired.

II—GENERAL

III—DECLINE EXECUTION

IV—PREMIUMS

Until the Undersigned shall serve evidence satisfactory to the Surety of its discharge or release from the Bonds and all liability by reason thereof, UNDERSIGNED shall pay or cause to be paid to SURETY, in such manner and at such time as required by SURETY, all premiums and charges of SURETY in accordance with its rate filings, its manual of rates then in effect or as otherwise charged by SURETY, for executing, providing or procuring BOND(S) for PRINCIPAL; provided that such premiums shall be notified and agreed to by the Undersigned in advance of the provision of any Bond.

V—INDEMNITY

VI—SETTLEMENTS AND PAYMENTS

VII—INTERCREDITOR AGREEMENT

Notwithstanding anything in this AGREEMENT to the contrary, SURETY and PRINCIPAL acknowledge and agree that the terms, conditions and agreements set forth in this AGREEMENT shall at all times remain subject to the Intercreditor Agreement, and in the event of a conflict of terms between this AGREEMENT and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control in all respects.

VIII—SUITS

IX—TRUST FUND

X—TAKEOVER

In the event of an occurrence of an EVENT OF DEFAULT other than those described in subclause (6) of the definition thereof, SURETY, after five days’ written notice to and an opportunity to cure by UNDERSIGNED, shall have the right and power, but not the obligation, to do one or more of the following to the extent necessary to fulfill Surety’s obligation under any Bond and subject to the terms of the Intercreditor Agreement:

XI—ASSIGNMENT

In order to secure UNDERSIGNED’S obligations to SURETY under this AGREEMENT, whether heretofore or hereafter incurred, the UNDERSIGNED hereby assign, transfer and convey to SURETY a security interest in all right, title, interest and estate of UNDERSIGNED, the “Surety Collateral”, in and to the following property, whether tangible or intangible, wherever situated, now owned or hereafter acquired:

“Surety Collateral” means any and all amounts that may be owing from time to time by Surety to any Principal in any capacity, including, but without limitation, any balance or share belonging to any Principal of any deposit or other account with Surety; all of any Principal’s right, title, and interest in and to: all Bonded Contracts and associated contract rights; Accounts arising therefrom; any and all funds due or to become due under the Bonded Contracts; all claims, rights, and choses in action against any Obligee on any Bond issued with respect to Bonded Contracts or against any other Person with respect to any Bond issued with respect to Bonded Contracts; Bonded Contracts Balances; to the extent assignable (provided, that, any such prohibition on assignment would not be rendered ineffective pursuant to Article 9 of the UCC, including, without limitation Section 9-406 and 9-408 of the UCC, or any successor provisions and further, provided, that, any such prohibition on assignment has not otherwise been rendered ineffective, lapsed, or terminated), all rights and actions that any Principal may have or acquire in any subcontract, purchase order, or other agreement solely in connection with any Bonded Contract, and against any subcontract, purchase order, or other agreement solely in connection with any Bonded Contract with any Person furnishing or agreeing to furnish or supply vehicles, labor, supplies, machinery, or other inventory or equipment in connection with or on account of any Bonded Contract, and against any surety or sureties of any such subcontractor, laborer, or other Person in connection with any Bonded Contract; any and all Equipment which is delivered to, prefabricated for or specifically ordered for a Bonded Job Site in connection with an Bonded Contract; any and all Inventory which is delivered to, prefabricated for or specifically ordered for a Bonded Job Site in connection with an Bonded Contract; any and all books, accounts, computer software, and other computer stored information, and any and all drawings, plans, specifications, shop and as built drawings, utilized in or necessary to fully perform all obligations and services required of Principal under the Bonded Contracts (and not to the exclusion of any other parties entitled to such books, accounts, software, computer information, drawings, plans and specifications); all progress schedules, work in process schedules (including, but not limited to, estimates of completion costs), accounts receivable ledgers, accounts payable ledgers, and estimates of completion costs solely relating to any and all Bonded Contracts; and any and all proceeds and products arising with respect to the foregoing. Capitalized terms in this Article XI not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Intercreditor Agreement.

This ASSIGNMENT shall be effective as of the date of this AGREEMENT but shall be enforceable only in the event of the occurrence of an EVENT OF DEFAULT. The UNDERSIGNED hereby authorize the SURETY, at its option, to prosecute or enforce said assigned rights in the name of the SURETY or in that of the UNDERSIGNED and to endorse and to collect in the name of the UNDERSIGNED or payee any checks, drafts, warrants or other instruments made or issued in payment of any such assigned rights. SURETY’S exercise of any of its rights as a secured creditor under this AGREEMENT shall not be a waiver of any of SURETY’S legal or equitable rights or remedies, including the SURETY’S rights of subrogation.

XII—PERFECTION OF SECURITY INTEREST

This AGREEMENT shall constitute a security agreement and financing statement for the benefit of the SURETY in accordance with the provisions of the Uniform Commercial Code or any other statute and may be so used by the SURETY without in any way abrogating, restricting or limiting the rights of the SURETY under this AGREEMENT or as provided by law or in equity. The filing or recording of this

AGREEMENT shall be solely at the option of the SURETY and may be filed by the SURETY at any time, whether or not an EVENT OF DEFAULT has occurred and without in any way subrogating, restricting, or limiting the rights of the SURETY under this AGREEMENT under the law or in equity. The failure to file this AGREEMENT shall not in any way release or excuse any of the obligations of the PRINCIPAL or the UNDERSIGNED under this AGREEMENT. SURETY may add such schedules to this AGREEMENT as it shall deem necessary. A carbon, photostatic, PDF, photographic or other reproduction of this AGREEMENT may be filed as a financing statement.

XIII—POWER OF ATTORNEY

Effective upon the occurrence of, and only during the continuation of, an Event of Default other than those described in subclause (6) of the definition thereof, the UNDERSIGNED hereby irrevocably nominate, appoint, and designate the SURETY or any person or persons designated by the SURETY as their attorney-in-fact with the right, power and authority to exercise all of the rights assigned, transferred, assumed or conveyed to the SURETY by this AGREEMENT, and in the name of UNDERSIGNED to execute and deliver any and all additional or other assignments, instruments or documents deemed necessary or desirable by the SURETY to vest in the SURETY absolute title to any and all monies, property and rights hereby assigned, and to provide the protection and rights to the SURETY contemplated by the provisions of this AGREEMENT, including, but not limited to, the right, power and authority to sign the name of the UNDERSIGNED to any voucher, release, satisfaction, check, draft, Uniform Commercial Code filing or bill of sale of property.

XIV—CHANGES

XV—ADVANCES

SURETY, at its sole option, may guarantee loans or to advance or lend to, or for the account of, the PRINCIPAL any money which the SURETY in its sole discretion may deem advisable to so extend or loan for the purpose of contracts referred to in or guaranteed by BOND(S), reserving to itself, however, the absolute right to prepay, cancel or disapprove advances under any such guarantee or to cease or withdraw advancing or lending money to the PRINCIPAL or for the account of the PRINCIPAL with or without cause and with or without notice to the PRINCIPAL or UNDERSIGNED. All money extended by the SURETY, or loaned or advanced to, or for the account of, the PRINCIPAL or guaranteed by the SURETY and all related costs and expenses incurred by the SURETY, shall (until repaid by Undersigned) be loss to the SURETY for which the UNDERSIGNED shall be responsible. It is agreed and understood that money or credit advanced to the PRINCIPAL may at the discretion of SURETY be used to satisfy obligations secured by BOND(S) or may be used to satisfy other debts not covered by BOND(S) but necessary in the judgment of SURETY to advance the work to be performed under the contracts related to such BOND(S). UNDERSIGNED understand and acknowledge that SURETY is under no obligation to loan money or extend credit to or for the account of the PRINCIPAL.

XVI—RIGHT TO INFORMATION AND RECORDS

XVII—SUBORDINATION

UNDERSIGNED hereby waive and subordinate all rights of indemnity, subrogation and contribution each against the other until all obligations to the SURETY under this AGREEMENT, at law or in equity, have been satisfied in full.

XVIII—NATURE OF RIGHTS

XIX—TERMINATION AND MODIFICATION

XL Specialty Insurance Company

300 East Lombard Street

Baltimore, Maryland 21202

XX—SEVERABILITY AND PARTIAL EXECUTION

XXI—FINANCIAL REPORTING AND WARRANTY OF FINANCIAL INFORMATION

XXII—REPRESENTATIONS AND WARRANTIES

The UNDERSIGNED hereby makes the following representations and warranties to the SURETY on and as of the effective date of this AGREEMENT, and the SURETY shall be entitled to rely upon the truth, accuracy and completeness of the following representations and warranties without regard to any other information that may be now or hereafter known by or disclosed to the SURETY:

XXIII—APPLICABLE LAW AND JURISDICTION

The UNDERSIGNED hereby agrees that this AGREEMENT shall be deemed to have been executed in the State of New York and the rights and liabilities of the UNDERSIGNED shall be determined in accordance with and shall be governed by and interpreted under the laws of the State of New York without regard to principles of conflicts of laws, and shall further be liberally construed for SURETY’S benefit and to fully protect SURETY. For the benefit of the SURETY, and for the purposes of enforcing this AGREEMENT:

And that any judgment or order of any such court made in this respect is conclusive and binding and may be enforced against it in the courts of any other jurisdiction; and

XXIV—SUPERSESSION

UNDERSIGNED WARRANT AND REPRESENT THAT THEY HAVE CAREFULLY READ THE ENTIRE AGREEMENT AND THAT THEY HAVE CONSULTED OR HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND SUCH OTHER EXPERTS AND ADVISORS AS THEY HAVE DEEMED NECESSARY AND THAT THEY ARE NOT RELYING ON ANY STATEMENT, REPRESENTATION, WARRANTY, COVENANT, OR INTERPRETATION OF ANY KIND MADE BY SURETY OR BY SURETY’S AGENTS OTHER THAN THOSE SET FORTH IN THIS AGREEMENT IN CONNECTION WITH THE EXECUTION, DELIVERY OR ENFORCEMENT OF THIS AGREEMENT.

XXIV—PARAGRAPH TITLES

Paragraph titles or captions contained in this AGREEMENT are descriptive only and shall not restrict or modify the terms of the AGREEMENT. In the event of any inconsistency between the paragraph titles or captions and terms of this AGREEMENT, the terms of this AGREEMENT shall control.

IN WITNESS WHEREOF, this AGREEMENT is executed by the parties to be effective on the day and date first set forth above.

FOR NOTARIAL ACKNOWLEDGEMENT OF PRINCIPAL/INDEMNITOR’S SIGNATURE

CORPORATE ACKNOWLEDGEMENT

On this 7th day of May in the year 2013 before me personally comes Robert W. Lewey to me known, who being by me duly sworn, deposes and says that he is the Senior Vice President of Integrated Electrical Services, Inc., the corporation described in and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On this 7th day of May in the year 2013, before me personally comes Robert W. Lewey, to me known, who being by me duly sworn, deposes and says that he is the President of IES Properties, Inc., IES Tangible Properties, Inc., IES Purchasing & Materials, Inc., IES Consolidation, LLC, IES Shared Services, Inc., IES Operations Group, Inc., ICS Holdings LLC, Integrated Electrical Finance, Inc., Thomas Popp & Company, IES Commercial & Industrial, LLC, the corporations described in and which executed the foregoing instrument; that he knows the seal of the said corporations; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporations, and that he signed his name thereto by like order.

On this 7th day of May in the year 2013, before me personally comes Robert W. Lewey, to me known, who being by me duly sworn, deposes and says that he is the Vice President of IES Residential, Inc., IES Commercial, Inc., Key Electrical Supply, Inc. and IES Renewable Energy, LLC, the corporations described in and which executed the foregoing instrument; that he knows the seal of the said corporations; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporations, and that he signed his name thereto by like order.

On this 7th day of May in the year 2013, before me personally comes Robert W. Lewey, to me known, who being by me duly sworn, deposes and says that he is the Chief Financial Officer of IES Subsidiary Holdings, Inc., the corporation described in and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporations, and that he signed his name thereto by like order.

PARTNERSHIP ACKNOWLEDGEMENT

On this 7th day of May in the year 2013, before me personally comes Robert W. Lewey, a member of the partnership known as IES Management ROO, LP by ICS Holdings, LLC, its General Partner, to me known and known to me to be the person who is described in and who executed the foregoing instrument, and acknowledges to me that he executed the same as and for the act and deed of the said partnership.

On this 7th day of May in the year 2013, before me personally comes Robert W. Lewey, a member of the partnership known as IES Management, LP by Integrated Electrical Services, Inc. its General Partner, LLC to me known and known to me to be the person who is described in and who executed the foregoing instrument, and acknowledges to me that he executed the same as and for the act and deed of the said partnership.